Amendments to Stockholders Agreement Sample Clauses
The "Amendments to Stockholders Agreement" clause defines the process and requirements for making changes to the existing stockholders agreement. Typically, this clause specifies who must approve any amendments—such as a majority or supermajority of stockholders, or sometimes specific classes of stockholders—and may outline the procedures for proposing and documenting such changes. Its core function is to ensure that modifications to the agreement are made transparently and with appropriate consent, thereby protecting the interests of all parties and preventing unilateral or unauthorized changes.
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended as follows:
(a) A new Section 1(aaaa) shall be added as follows: “‘Pacira Director’ shall have the meaning set forth in Section 2.2(b)(iii).”
(b) Section 1.1(uu) shall be amended to replace “Section 2.2(b)(ii)” with Section 2.2(b)(ii)
(c) Section 1.1(ppp) shall be amended to replace “Section 2.2(b)(ii)” with “Section 2.2(b)(iii).”
(d) A new Section 1(cccc) shall be added as follows: “‘Standstill Period’ shall have the meaning set forth in Section 3.8.”
(e) Section 2.2(b) shall be amended and restated in its entirety as follows:
Amendments to Stockholders Agreement. The Stockholders Agreement is ------------------------------------ hereby amended as of date hereof to amend and revise Section 6.1(a) to read in its entirety as follows:
Amendments to Stockholders Agreement a. Effective as of the date hereof, the parties agree that subparagraph (i) of Section 2.1 of the Stockholders Agreement is amended and restated to read as follows: “In any matter submitted to a vote of shareholders not subject to Section 2.1(g) or 2.1(h), the Investor may vote any or all of its Voting Securities in its sole discretion, subject to applicable Law.”
b. Effective upon the completion of the Broadband Spin-Off (and subject to the consummation of the Broadband Spin-Off), Section 6.5 of the Stockholders Agreement is hereby amended and restated as follows:
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended to add the following Section 2.3:
Amendments to Stockholders Agreement. The Stockholders' Agreement is hereby amended as follows:
(a) The heading to Section 5 and the entirety of Sections 5(a) and (b) are hereby replaced with the following:
Amendments to Stockholders Agreement. (a) All references to "Stockholder" or Stockholders" in the Stockholders' Agreement shall be deemed to include Nitzberg, and the respective definitions of those terms are each hereby xxxxxxx to include Nitzberg.
(b) Schedule A to the Stockholders' Agreemexx xx xxreby amended to add the name and address of Nitzberg as follows: Mark Nitzberg 00 Xxxx Road West Greex Xxxxx, Xxx Jersey 08812
(x) Xxxxxxxx xxxxx xx x xxxxxx xx xxx Xxxxxx Xxxxxxxv Stockholder Group and, xx xxxx regard, Schedule B to the Xxxxxxxxxxxx' Agreement is hereby amended to add the name "Mark Nitzberg" to the end of the page captioned "ROBERT CHESTNOV STOCKHOXXXX XXXXX".
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended as follows:
(a) A new Section 1(aaaa) shall be added as follows: “‘Pacira Director’ shall have the meaning set forth in Section 2.2(b)(iii).”
(b) Section 1.1(uu) shall be amended to replace “Section 2.2(b)(ii)” with Section 2.2(b)(ii)
(c) Section 1.1(ppp) shall be amended to replace “Section 2.2(b)(ii)” with “Section 2.2(b)(iii).”
(d) A new Section 1(cccc) shall be added as follows: “‘Standstill Period’ shall have the meaning set forth in Section 3.8.”
(e) Section 2.2(b) shall be amended and restated in its entirety as follows: “Series B Directors. On all matters relating to the election of the class of directors designated in the Certificate as being elected only by the holders of Series B Preferred Stock, the Series B Holders shall vote all of their respective Voting Securities (or shall consent pursuant to an action by written consent of the stockholders of the Company) so as to elect as members of the Board:
(i) one individual nominated in writing by HighCape (the ‘HighCape Director’), who initially shall be Xxxxx Xxxxx, for so long as HighCape and its Affiliates continue to own beneficially (a) at least ten percent (10%) of the outstanding shares of Series B Preferred Stock or (b) at least seventy-five percent (75%) of the shares of Series B Preferred Stock that HighCape purchased under the Purchase Agreement;
(ii) one individual nominated in writing by Signet (the ‘Signet Director’), who initially shall be Xxxxxx Xxxxxxxx, for so long as Signet and its Affiliates continue to own beneficially (a) at least ten percent (10%) of the outstanding shares of Series B Preferred Stock or (b) at least seventy-five percent (75%) of the shares of Series B Preferred Stock that Signet purchased under the Purchase Agreement; and
(iii) one individual nominated in writing by Pacira (the ‘ Pacira Director’ and, together with the HighCape Director and the Signet Director, the ‘Series B Directors’), who initially shall be Xxxxxx X. Xxxxx, Xx., for so long as Pacira continues to own beneficially at least fifty percent (50%) of the Shares that Pacira purchased under the Pacira Purchase Agreement; provided, however, that no Pacira Director shall serve as a director of any company that is or becomes a competitor of the Company. For purposes of this Agreement, the Series A Directors and the Series B Directors shall together be referred to as the ‘Preferred Directors.’ provided, however, this Section 2.2(b) shall terminate simultane...
Amendments to Stockholders Agreement. (a) All references to “Stockholder” or Stockholders” in the Stockholders’ Agreement shall be deemed to include Xxxxxxxx, and the respective definitions of those terms are each hereby amended to include Xxxxxxxx.
(b) Schedule A to the Stockholders’ Agreement is hereby amended to add the name and address of Xxxxxxxx as follows: Xxxx Xxxxxxxx 00 Xxxx Xxxx Xxxx Xxxxx Xxxxx, Xxx Xxxxxx 00000
(c) Xxxxxxxx shall be a member of the Xxxxxx Xxxxxxxx Stockholder Group and, in that regard, Schedule B to the Stockholders’ Agreement is hereby amended to add the name “Xxxx Xxxxxxxx” to the end of the page captioned “XXXXXX XXXXXXXX STOCKHOLDER GROUP”.
Amendments to Stockholders Agreement. The Stockholders Agreement shall remain in full force and effect, as hereby amended effective as of the Effective Date. The Stockholders Agreement is hereby amended as follows:
Amendments to Stockholders Agreement. 1.1. The following definition in Section 1.1 of the Stockholders' Agreement is amended and restated in its entirety to read as follows: