Stockholders Rights definition

Stockholders Rights means the voting and any other rights attaching to the Company Shares (including, without limitation, any right to appoint a director in respect of a holding of Company Shares) and any other rights conferred on the Stockholders pursuant to this Agreement;
Sample 1

Examples of Stockholders Rights in a sentence

  • FOURTH AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT The foregoing Fourth Amended and Restated Stockholders' Rights Agreement is hereby executed as of the date first above written.

  • Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws.

  • The terms of the rights and the Stockholders Rights Plan may be amended without the consent of the rights holders at any time on or prior to the Distribution Date.

  • For the three months ended March 31, 2016, represents $1.1 million of professional fees related to the Leucadia debt restructuring and the Stockholders Rights Plan, recorded in continuing operations, and $0.4 million of professional fees related to the January 15, 2015 SNB event, recorded in discontinued operations.

  • The terms of the Rights are set forth in the Stockholders Rights Agreement dated as of March 28, 1996, as amended (the "Rights Agreement"), between the Company and EquiServe Trust Company, N.A., as Rights Agent.

  • Except as contemplated in the Stockholders' Rights Agreement, the Company has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity.

  • The Company agrees that the Shares shall have certain incidental, “Piggyback,” registration rights pursuant to and as set forth in Section 3.5 of the Company’s Fifth Amended and Restated Stockholders Rights Agreement dated January 14, 2010, as amended from time to time (the “Stockholders Agreement”) or similar agreement.

  • The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, “Piggyback,” registration rights pursuant to and as set forth in Section 3.5 of the Company’s Second Amended and Restated Stockholders Rights Agreement dated June 30, 2005, as amended from time to time (the “Stockholders Agreement”) or similar agreement.

  • As of the date hereof, the Company has no intention, obligation or commitment, fixed or contingent, to issue any shares of such Preferred Stock, other than pursuant to its Stockholders' Rights Plan.

  • There is no action, suit, proceeding or, to the Company's knowledge, investigation pending or, to the Company's knowledge, currently threatened against the Company that questions the validity of this Agreement, the Amended and Restated Stockholders' Rights Agreement, attached hereto as Exhibit D (the "STOCKHOLDERS' RIGHTS AGREEMENT") and of even date herewith, or the right of the Company to enter into each such agreement, or to consummate the transactions contemplated hereby or thereby.

Related to Stockholders Rights

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Common Stockholders means holders of shares of Common Stock.

  • Dissenting Shareholders has the meaning set forth in Section 3.3.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Dissenting Shareholder means a registered Company Shareholder who has duly and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder in accordance with the YBCA and the terms of the Interim Order;

  • Parent Stockholders means the holders of Parent Common Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Company Shareholders means holders of Company Shares.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.