Common use of Future Stockholders Clause in Contracts

Future Stockholders. The Corporation shall require each member of senior management of the Corporation that acquires Equity Securities after the date hereof and each Person that acquires Equity Securities entitling them either directly or indirectly to hold (in the aggregate based on the total Equity Securities held by such Person in the aggregate at the time of such acquisition) more than two percent (2%) of the Common Stock of the Corporation (on a Fully-Diluted Basis) after the date hereof, as a condition to the effectiveness of such acquisition, to execute a counterpart to this Agreement, agreeing to be treated as (a) a “Series G Investor”, if such Person acquires Series G Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series G Preferred Stock from the Corporation or an existing Series G Investor hereunder; (b) a “Series F Investor”, if such Person acquires Series F Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series F Preferred Stock from the Corporation or an existing Series F Investor hereunder; (c) a “Series E Investor”, if such Person acquires Series E Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series E Preferred Stock from the Corporation or an existing Series E Investor hereunder; (d) a “Series D Investor”, if such Person acquires Series D Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series D Preferred Stock from the Corporation or an existing Series D Investor hereunder; or (e) a “Stockholder”, if such Person acquires Common Stock or any other series of Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Common Stock or any other series of Preferred Stock from the Corporation or an existing Stockholder hereunder, whereupon such Person shall be bound by, and entitled to the benefits of and the provisions of this Agreement relating to Series G Investors, Series F Investors, Series E Investors, Series D Investors, or Stockholders, as the case may be. Notwithstanding anything to the contrary in this Section 3.1, no consent shall be necessary to add additional Persons as signatories to this Agreement.

Appears in 1 contract

Sources: Stockholders' Agreement (ExactTarget, Inc.)

Future Stockholders. The Corporation shall require each member of senior management of the Corporation that acquires Equity Securities after the date hereof and each Person that acquires Equity Securities entitling them either directly or indirectly to hold (in the aggregate based on the total Equity Securities held by such Person in the aggregate at the time of such acquisition) more than two five percent (25%) of the Common Stock of the Corporation (on a Fullyfully-Diluted Basisdiluted basis) after the date hereof, as a condition to the effectiveness of such acquisition, to execute a counterpart to this Agreement, agreeing to be treated as (a) a "Series G Investor”C.Investor", if such Person acquires such Equity Securities from a Series G C Investor or, subject to Section 2.2(a) hereof, acquires shares of the Corporation's authorized but unissued shares of Series C Preferred Stock (or Equity Securities convertible, exchangeable or exercisable for Series G Preferred Stock any series thereof) directly from the Corporation (and as a "Series C Investor", such Person shall also be a "Stockholder" hereunder); or an existing Series G Investor hereunder; (b) a "Series F D Investor", if such Person acquires such Equity Securities from a Series F D Investor or, subject to Section 2.2(a) hereof, acquires shares of the Corporation's authorized but unissued shares of Series D Preferred Stock (or Equity Securities convertible, exchangeable or exercisable for Series F Preferred Stock any series thereof) directly from the Corporation (and as a "Series D Investor", such Person shall also be a "Stockholder" hereunder); or an existing Series F Investor hereunder; (c) a “Series E Investor”"Stockholder", if such Person acquires Series E Preferred Stock or Equity Securities convertible, exchangeable from a Stockholder or exercisable for Series E Preferred Stock from the Corporation or an existing Series E Investor hereunder; (d) a “Series D Investor”, if such Person acquires Series D Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series D Preferred Stock directly from the Corporation or an existing Series D Investor hereunder; Corporation, and such Person is not addressed by clauses (a) or (eb) a “Stockholder”, if such Person acquires Common Stock or any other series of Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Common Stock or any other series of Preferred Stock from the Corporation or an existing Stockholder hereunderabove, whereupon such Person shall be bound by, and entitled to the benefits of and the provisions of this Agreement relating to Series G Investors, Series F Investors, Series E C Investors, Series D Investors, or Stockholders, as the case may be. Notwithstanding anything The Stockholders (other than Series C Investors) agree to take all actions to permit the contrary Corporation to comply with all of its obligations under all agreements with the Series C Investors (including authorization of sufficient Equity Securities to permit conversion of Series C Investor Shares in this Section 3.1, no consent shall be necessary to add additional Persons as signatories to this Agreementaccordance with the Charter or the exercise of any warrants or other convertible securities (including convertible notes)).

Appears in 1 contract

Sources: Stockholders' Agreement (ExactTarget, Inc.)