Transferee Stockholders Clause Samples

The "Transferee Stockholders" clause defines the rights and obligations of individuals or entities who acquire shares from existing stockholders. Typically, this clause outlines the conditions under which transferees become recognized as stockholders, such as requiring them to agree to be bound by the terms of the original agreement or to provide certain documentation. By specifying these requirements, the clause ensures that new stockholders are subject to the same rules and restrictions as the original parties, thereby maintaining consistency and protecting the interests of the company and other shareholders.
Transferee Stockholders. A Transferee of Shares pursuant to this Article VI who is a Permitted Transferee shall, in each case, become an Institutional Stockholder, Management Stockholder or eRx Stockholder, as the case may be, subject to Section 7.6, and must (a) satisfy the requirements of this Article VI, including Section 6.1, (b) execute a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, and (c) represent that the Transfer was made in accordance with all applicable securities laws and regulations. Unless agreed to in writing by all Institutional Stockholders, the joinder by a Stockholder to this Agreement shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Stockholder or to the Company under this Agreement or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this Agreement as a Stockholder shall be sent promptly by the Transferor to each remaining Stockholder and the Company.
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Transferee Stockholders. (a) Each CI Partnership and each CI Distributee Stockholder may transfer its Shares without any restrictions under this Agreement, subject to compliance with applicable federal and State securities Laws; provided, that in the case of a CI Distributee Stockholder, the CI Partnerships may, in their sole discretion, require such Transferee to execute and deliver to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement, to become a “CI Distributee Stockholder” hereunder and to assume all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement. (b) Each Management Stockholder may Transfer his Shares to a Permitted Assignee so long as such Transferee (A) executes and delivers to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement, to become a “Management Stockholder” hereunder and to assume all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement and (B) represents that the Transfer was made in accordance with all applicable federal and state securities Laws. The joinder by a stockholder to this Agreement shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Pre-IPO Stockholder or to the Company under this Agreement or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this Agreement as a Pre-IPO Stockholder shall be sent promptly by the Transferor to the Company, which shall forward a copy to each other remaining Pre-IPO Stockholder. (c) If any Permitted Assignee to which Shares have been Transferred by a Management Stockholder in accordance with this Agreement ceases to be a Permitted Assignee of such Management Stockholder, such Permitted Assignee shall, and the relevant Management Stockholder shall cause such Permitted Transferee to, Transfer back to such Management Stockholder (or to another Permitted Assignee of such Management Stockholder) any Shares it owns on or prior to the date that such Permitted Assignee ceases to be a Permitted Assignee of such Management Stockholder.
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Transferee Stockholders. Crestview and each of its Affiliates may Transfer its Shares without any restrictions under this Agreement, subject to compliance with applicable federal and state securities Laws; provided, that, in the case of an Affiliate of Crestview, Crestview may, in its sole discretion, require such Transferee to execute and deliver to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement applicable to the Transferor and to assume all of the Transferor’s then existing and future rights and Liabilities arising under or relating to this Agreement.
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Transferee Stockholders. The undersigned Holders will not Transfer any Securities to any Person, unless the transferee of such Securities shall have first executed an Instrument of Accession.
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Related to Transferee Stockholders

  • 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.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Registered Stockholders The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

  • Holder Not Deemed a Stockholder Except as otherwise specifically provided herein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a stockholder of the Company, including, without limitation, any right to vote, give or withhold consent to any corporate action (whether a reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive subscription rights.