COMMON SHAREHOLDERS Sample Clauses

COMMON SHAREHOLDERS. Notwithstanding any other provision of this ------------------- Agreement, pursuant to Section 2.1.4 of an agreement dated as of April __, 1994 between Xxxx Xxxxxx and the Company, Xx. Xxxxxx will not be a "Common Shareholder" for any purpose of Section 4 of this Agreement.
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COMMON SHAREHOLDERS. LEONXXX X. XXXXXX, XX --------------------------------------------- LARRX X. XXXXXXXXXXX, XXUSTEE OF THE L.F. XXXXXX XXXST --------------------------------------------- JOHN X. XXXX, XXUSTEE OF THE L.F. XXXXXX TRUST --------------------------------------------- LARRX X. XXXXXXXXXXX, XXUSTEE OF THE DOROXXX X. XXXXXX XXXST
COMMON SHAREHOLDERS. If the Company registers any of its Common Stock or Preferred Stock pursuant to this Section 3, the Company will promptly give to each Common Shareholder written notice thereof and of the anticipated effective date of such registration and use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the shares of Company common stock of such Common Shareholder specified in a written request or requests, made by any Common Shareholder and received by the Company within thirty (30) days after the written notice from the Company is mailed or delivered by the Company. Such written request may specify all or any part of a Common Shareholders' shares of Company common stock; provided, however, that [i] the right of any Common Shareholder to registration pursuant to this Section 3.5 shall be subject to all of the terms and conditions of this Agreement as if such Common Shareholder were a Holder of Registrable Securities, including without limitation the provisions of Section 6, [ii] no Common Shareholder may assign its rights under this Section 3.5, [iii] the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by the Common Shareholders, and [iv] no registration of the shares of a Common Shareholder shall be effected if it shall interfere in any manner with the rights afforded the Holders of Registrable Securities under this Agreement.
COMMON SHAREHOLDERS. Xxxxxx X. Xxxxxx WHITEGLOVE HOUSE CALL HEALTH, INC. SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT SCHEDULE I SCHEDULE OF INVESTORS INVESTOR SERIES A PREFERRED STOCK HELD SERIES A-1 PREFERRED STOCK HELD SERIES B-1 PREFERRED STOCK HELD SERIES C PREFERRED STOCK HELD SERIES D PREFERRED STOCK HELD XXX FBO “Xxxxxx X. Xxxxxx” c/o Pershing, LLC Xxx Xxxxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 68,302 113,837 TRAFLT, LLC 000 Xxxxx Xxxx Xxxxxx, Xxxxx 00000 Fax: 000-000-0000 2,216,667 32,448 Xxxxxx Xxxxxx 000 Xxxxx Xxxx Austin, Texas 78734 Fax: 000-000-0000 40,000 Xxxxxx X. Xxxxx 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 xxxxxx@xxxxxxxxxxx.xxx 50,000 Xxxxx Xxxxx Investment Company 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 xxxxxx@xxxxxxxxxxx.xxx 25,000 Xxxx Xxxxxxx 0 Xxxxxxxxx Xxxx Xxxxxx, Xxxxx 00000 xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx 50,000 Xx Xxxxxx 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxxx 00000 xxxxxx@xxxxxxxx.xxx 50,000 22,767 Xxxxx X. Xxxxxxxxx 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 00000 Fax: 000-000-0000 xxxxx@xxxxxxxxxxxxxx.xxx 25,000 11,383 Famiglia Xxxxx, LLC 000 Xxxxx Xxxxx Road Austin, Texas 78734 xxxxxx@xxxxx.xxx 50,000 14,632 Xxxx Xxxxxxxxx 0000 Xxxxxx Xxxx Wayzata, Minnesota 55391 xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx 50,000 45,535 Xxxxxxxx Family Revocable Trust 000 Xxxxx Xxx Road, Suite C-200 Austin TX 78742 Fax: 000-000-0000 266,600 190,000 61,282 SCHEDULE I INVESTOR SERIES A PREFERRED STOCK HELD SERIES A-1 PREFERRED STOCK HELD SERIES B-1 PREFERRED STOCK HELD SERIES C PREFERRED STOCK HELD SERIES D PREFERRED STOCK HELD JMM PTLP Ltd. c/o Xxxxx XxXxxxxx Telephone Management 609 Castle Ridge Road, Suite 215 Austin, Texas 00000 000-000-0000 (fax) 000-000-0000 xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx 125,000 Xxxxxxxx X. Xxxxxxx 000 Xxxxx Xxxx Austin, Texas 78734 512-413-3657 xxxx@xxxxxxx.xxx 25,000 11,384 Xxxxxxx X. Xxxx Fulcrum Ventures 1040 Crown Pointe Parkway, Suite 330 Atlanta, Georgia 00000 000-000-0000 (fax) 000-000-0000 12,500 Xxxxxxx Xxxx 0000 Xxxxxx Xxxxxx Circle Austin, Texas 78735 xxxxx@xxxxxxxxxxxxxxx.xxx 1,108,333 1,350 Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxx Austin, Texas 78749 512-422-3093 xxxxxxxx@xxxxxxxxxxxxxxx.xxx 2,652 776 HQ Investors 3, LLC Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 xxxx.xxxxxx@xxxxxxxxxxxxx.xxx 684,655 199,166 X. X. XxXxxxxxxx III 0000 Xxxxxxxx #000 Xxx Xxxxxxx, XX 00000 xxxxxxxxxxxx@xxxxxxxxx.xxx 68,302 Three Xxx Investments Limited 000 Xxxx Xxxx San Antonio, TX 78209 Fax: 000-000-0000 xxxx@xxxx.xxx 136,604 Xxxxxxx Xxxxx LLP 000 Xxx...
COMMON SHAREHOLDERS. By: ------------------------------------- Name: Title: EXHIBIT A HOLDINGS OF COMMON STOCK AS OF APRIL 2, 1999 Name of Shareholder: Address: Telephone No.: Facsimile No.: Number of Shares of Common Stock: Name of Shareholder: Address: Telephone No.: Facsimile No.: Number of Shares of Common Stock: Name of Shareholder: Address: Telephone No.: Facsimile No.: Number of Shares of Common Stock: Name of Shareholder: Address:
COMMON SHAREHOLDERS. Each of the Common Shareholders represents and warrants to each Investor that (a) Exhibit 1 attached hereto sets forth his true name and address and contains a true and complete description of the number of shares of Common Stock owned by him, and (b) no other individual (besides his spouse, if any), estate, corporation, trust, partnership, joint venture, association or other entity has any present or contingent interest in any of the shares of Common Stock listed on Exhibit 1 hereof.
COMMON SHAREHOLDERS. Number of Shares --------- /s/ Mark Xxxxxx ---------------------------------------- 250,000 Mark Xxxxxx /x/ Gary Xxxxxx ---------------------------------------- 250,000 Gary Xxxxxx PREFERRED SHAREHOLDERS: Number of Shares --------------------------------------------- Series A Series B Series C Preferred Preferred Preferred --------- --------- --------- The Southern Venture Fund II, L.P. 200,000 900,000 166,667 By: Its General Partner SV Partners II, L.P. By: /s/ Donaxx X. Xxxxxxxx ---------------------------------------- A General Partner Richland Ventures, L.P. 200,000 900,000 0 By: Its General Partner By: /s/ W. Patrxxx Xxxxxx, XXI ---------------------------------------- A General Partner Blue Chip Capital Fund II Limited Partnership 0 0 425,000 By: Blue Chip Venture Company, Ltd. Its General Partner By: /s/ John X. Xxxxx ---------------------------------------- A Manager Miami Valley Venture Fund, L.P. 0 0 75,000 By: Blue Chip Venture Company of Dayton, Ltd., Its Special Limited Partner By: /s/ John X. Xxxxx ---------------------------------------- A Manager /s/ Mark Xxxxxx 5,000 22,500 3,000 ----------------------------------------------------- Mark Xxxxxx /x/ Gary Xxxxxx 20,000 40,000 30,000 ----------------------------------------------------- Gary Xxxxxx Gary X. Xxxxxx 0004 Charitable Remainder 0 50,000 0 Unitrust By: /s/ Gary Xxxxxx ------------------------------------------------- Title: Trustee /s/ Rogex X. Xxxxxxx 10,000 45,000 14,000 ----------------------------------------------------- Rogex X. Xxxxxxx /x/ Janixx Xxxxxxx 10,000 45,000 10,000 ----------------------------------------------------- Janixx Xxxxxxx /x/ Susax Xxxxx 25,000 11,250 0 ----------------------------------------------------- Susax Xxxxx /x/ Karl Xxxxxxxxxxx 500 2,250 2,000 ----------------------------------------------------- Karl Xxxxxxxxxxx Xxchland Ventures II, L.P. 0 0 1,000,000 By: Its General Partner By: /s/ W. Patrxxx Xxxxxx, XXI ------------------------------------------ A General Partner SCHEDULE 4 TO SHAREHOLDERS' AGREEMENT Addresses for Notice Purposes: The Southern Venture Fund II, L.P. c/o Massey Burcx Xxxital Corp. 310 00xx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Mr. Xxxxxx X. Xxxxxxxx Richland Ventures, L.P. Richland Ventures II, L.P. 200 00xx Xxxxxx X., Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Mr. Xxxx Xxxxxxx Mr. W. Patrxxx Xxxxxx, XXI Blue Chip Capital Fund II Limited Partnership Miami Valley Venture Fund, L.P. 2000 PNC Center, 201 X. 0xx Xxxxxx Xxxxx...
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Related to COMMON SHAREHOLDERS

  • Company Shareholders Meeting (a) Subject to Section 9.01, as promptly as practicable, but in any event, no later than ten (10) calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall take all lawful action to call, give notice of, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. As soon as reasonably practicable, but no later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. Parent may request once that the Company adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be postponed or adjourned in accordance with Parent’s request.

  • Shareholders Section 5. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Dissenting Shareholders (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

  • Common Shares 4 Company...................................................................................... 4

  • Stockholders The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

  • Parent Stockholders’ Meeting (i) Parent will, in accordance with applicable Law and its certificate of incorporation and bylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene and hold a meeting of holders of capital stock of Parent to consider and vote upon the issuance of Series C Common Stock in connection with the Merger (the “Parent Stockholders Meeting”) as promptly as practicable. Subject to the provisions of Section 6.3, the Parent board of directors shall include the Parent Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Parent Stockholders Meeting that the holders of capital stock of Parent approve the issuance of the Series C Common Stock in connection with the Merger and shall use its reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies representing the Parent Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough shares of Parent Common Stock and Parent Preferred Stock represented to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholders Meeting as long as the date of the Parent Stockholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(c), Parent may postpone or adjourn the Parent Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Parent Stockholders Meeting.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

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