Minority Stockholder Sample Clauses

Minority Stockholder. Minority Stockholder" shall mean Robert Jenkins, who as of the Effective Date is the owner of ten pxxxxxx (00%) xf the Target Capital Stock.
Sample 1
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Minority Stockholder. (a) The Minority Stockholder, as of the Effective Date, owns the Minority Shares representing ten percent (10%) of the Target Capital Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies except for the Minority Option. The Minority Option, the Affidavit of Lost Share Certificate, the Assignment Separate from Certificate, and the Release, and the consummation of the transactions contemplated thereby, have been duly executed and delivered by the Minority Stockholder and constitute the legal, valid and binding obligations of the Minority Stockholder enforceable against the Minority Stockholder in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Except for the Minority Shares which are subject to the Minority Option, the Minority Stockholder is not entitled to any other Target Capital Stock or Target Options, and does not have any other right to receive any Target Capital or Target Options. To the best knowledge of Target and the Stockholders, the Minority Stockholder has legal capacity to enter into and perform each of the Minority Option, the Affidavit of Lost Share Certificate, the Assignment Separate from Certificate, and the Release.
Sample 1
Minority Stockholder. The Minority Stockholder has all requisite power and authority to enter this Agreement and otherwise to perform his obligations hereunder. This Agreement constitutes a valid and legally binding obligation of the Minority Stockholder enforceable against him in accordance with its terms. Neither the execution and delivery of this Agreement by the Minority Stockholder nor the consummation by the Minority Stockholder of the transactions contemplated hereby will (i) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Fiduciary Common Stock owned by him under, any note, bond, mortgage indenture, deed of trust, lease, license, agreement or other instrument or obligation to which the Minority Stockholder is bound, or by which he or any of the Fiduciary Common Stock owned by him may be bound or affected, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Minority Stockholder. No consent or approval by, notice to or registration with any governmental authority or other third party, is required on the part of the Minority Stockholder in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby. The Minority Stockholder owns twenty-two thousand eight hundred eighty-one (22,881) shares of Fiduciary Common Stock free and clear of all liens, claims, encumbrances and transfer restrictions. There is no suit, claim, action, proceeding or governmental investigation now pending or, to the Minority Stockholder's knowledge, threatened against such Minority Stockholder that contests the validity of this Agreement or the ability of the Minority Stockholder to dispose of his Fiduciary Common Stock pursuant to the Merger.
Sample 1

Related to Minority Stockholder

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Capacity as a Stockholder Notwithstanding anything herein to the contrary, the Stockholder signs this Agreement solely in the Stockholder’s capacity as a stockholder of Parent, and not in any other capacity and this Agreement shall not limit or otherwise affect the actions of the Stockholder in his or her capacity, if applicable, as an officer or director of Parent or any other Person.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • 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.

  • 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.

  • Stockholder No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be con- strued to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stock- holders (except as provided in Section 25 hereof), or to re- ceive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.

  • Company Securities Section 3.2(a)........................................11

  • Interested Stockholder Section 1(k) NASDAQ..........................................................Section 11(d)(i) Permitted Offer.....................................................Section 1(l) Person..............................................................Section 1(m) Preferred Shares....................................................Section 1(n) Principal Party....................................................Section 13(b) Proration Factor..............................................Section 11(a)(iii) Purchase Price......................................................Section 4(a) Record Date..............................................................

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