Stockholder Rights Contract Clauses (464)

Grouped Into 26 Collections of Similar Clauses From Business Contracts

This page contains Stockholder Rights clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.
Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, option in accordance with the provisions of Paragraph 9, paid the Exercise Price and become a holder of record of the purchased shares.
Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price Price, and become a the record holder of record of the purchased shares.
Stockholder Rights. The holder of this option the Option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, Option, paid the Exercise Price and become a the record holder of record of the purchased shares.
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Stockholder Rights. The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation's collection of the applicable Withholding Taxes.
Stockholder Rights. The holder of this Award Neither the Participant nor any other person having an interest in the Award, shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to shares of Common Stock underlying the Award until the Participant becomes the record holder of those Shares shares following their actual issuance upon the Corporation's collection of the applicable Withholding Taxes.
Stockholder Rights. The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation's collection of the applicable Withholding Taxes.
Stockholder Rights. The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation's collection of the applicable Withholding Taxes.
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Stockholder Rights. The Stockholder shall have all rights as a stockholder with respect to the Performance Shares subject to forfeiture, including the right to vote, except that, while any portion of the Performance Shares remains unvested, [on each date (if any) that cash dividends are paid to holders of Common Stock, the Company will credit the Stockholder with a whole number of additional Performance Shares equal to the quotient of (a) the number of unvested Performance Shares held by the Stockholder as of the d...ate of record for such cash dividend multiplied by the per share cash dividend amount, divided by (b) the 30-trading day average of the closing price per share of Common Stock preceding the cash dividend payment date (rounded down to the nearest whole share). Any such additional Performance Shares will be subject to the same vesting conditions and transfer restrictions as the underlying Performance Shares.] [any dividends paid with respect to the unvested Performance Shares shall be automatically deferred and accumulated by the Company in a notional bookkeeping account, and shall be paid to the Stockholder in cash (without interest) only at such time(s) as the underlying Performance Shares become vested in accordance with this Agreement, with the Stockholder's right to payment of any such dividends being subject to the same risk of forfeiture, restrictions on transferability, and other terms of this Agreement as are the Performance Shares with respect to which the dividends otherwise were payable.] Further, any Shares received by the Stockholder in connection with any stock dividends or distributions payable with respect to unvested Performance Shares shall be subject to the same vesting conditions and transfer restrictions as the underlying Performance Shares and shall be subject to such adjustments as contemplated by Section 7 of this Agreement. View More
Stockholder Rights. The Stockholder shall have all rights as a stockholder with respect to the Performance Shares subject to forfeiture, including the right to vote, except that, while any portion of the Performance Shares remains unvested, [on on each date (if any) that cash dividends are paid to holders of Common Stock, the Company will credit the Stockholder with a whole number of additional Performance Shares equal to the quotient of (a) the number of unvested Performance Shares held by the Stockholder as of th...e date of record for such cash dividend multiplied by the per share cash dividend amount, divided by (b) the 30-trading day average of the closing price per share of Common Stock preceding the cash dividend payment date (rounded down to the nearest whole share). Any such additional Performance Shares will be subject to the same vesting conditions and transfer restrictions as the underlying Performance Shares.] [any dividends paid with respect to the unvested Performance Shares shall be automatically deferred and accumulated by the Company in a notional bookkeeping account, and shall be paid to the Stockholder in cash (without interest) only at such time(s) as the underlying Performance Shares become vested in accordance with this Agreement, with the Stockholder's right to payment of any such dividends being subject to the same risk of forfeiture, restrictions on transferability, and other terms of this Agreement as are the Performance Shares with respect to which the dividends otherwise were payable.] Shares. Further, any Shares received by the Stockholder in connection with any stock dividends or distributions payable with respect to unvested Performance Shares shall be subject to the same vesting conditions and transfer restrictions as the underlying Performance Shares and shall be subject to such adjustments made as contemplated by and subject to Section 7 of this Agreement. View More
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Stockholder Rights. The RSUs shall not represent an equity security of the Company and shall not carry any voting or dividend rights. The Grantee shall have no rights of a stockholder of the Company with respect to any Vested Shares to be issued pursuant to a RSU until certificates for the Shares underlying the RSUs granted hereby are issued to the Grantee or such Shares are otherwise reflected in a book entry on the records kept by the Company's stockholder record keeper. Notwithstanding the foregoing, on the rele...vant Settlement Date, the Grantee shall be entitled to receive an amount in cash equal to the dividends, if any, that would have become payable on or after the Vesting Date, but prior to the Settlement Date, with respect to the Shares issued on the Settlement Date. View More
Stockholder Rights. The RSUs shall not represent an equity security of the Company and shall not carry any voting or dividend rights. The Grantee Participant shall have no rights of a stockholder of the Company with respect to any Vested Shares to be issued pursuant to a RSU until certificates for the Shares underlying the RSUs granted hereby are issued to the Grantee Participant or such Shares are otherwise reflected in a book entry on the records kept by the Company's stockholder record keeper. Notwithstanding th...e foregoing, on the relevant Settlement Date, the Grantee Participant shall be entitled to receive an amount in cash equal to the dividends, if any, that would have become payable on or after the Vesting Date, but prior to the Settlement Date, with respect to the Shares issued on the Settlement Date. View More
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Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 4 9.Manner of Exercising Option. (a)In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i)...Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option Shares. (ii)Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A)cash or check made payable to the Corporation; (B)shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for any required period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; or (C)through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates (which may be in electronic form) for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii)Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv)Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (b)As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate (which may be in electronic form) for the purchased Option Shares, with the appropriate legends affixed thereto. 5 (c)In no event may this option be exercised for any fractional shares. View More
Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 4 9.Manner of Exercising Option. (a)In 3 10. MANNER OF EXERCISING OPTION. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the op...tion) must take the following actions: (i)Execute (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise (see attached form) for the Option Shares for which the option is exercised. To the extent this option is exercised or comply with such other procedures as for unvested Option Shares, execute and deliver to the Corporation may establish a Purchase Agreement for notifying the Corporation of the exercise of this option for one or more those unvested Option Shares. (ii)Pay (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A)cash (A) cash or check made payable to the Corporation; (B)shares Corporation (includes cash paid from Optionee's brokerage pursuant to a presale of shares in a so-called "cashless" exercise), (B) shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for any required the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; purposes and valued at Fair Market Value on the Exercise Date, or (C)through (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) (I) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) (II) to the Corporation to deliver the certificates (which may be in electronic form) for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Payment forms (B), and (C) above shall be accepted solely at the option of the Plan Administrator. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (iii)Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv)Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (b)As 4 (c) As soon as practical after the Exercise Date, Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate (which may be in electronic form) for the purchased Option Shares, with the appropriate legends affixed thereto. 5 (c)In To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares. View More
Stockholder Rights. The holder of this option Option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, Option, paid the Exercise Price and become a the record holder of record of the purchased shares. 4 9.Manner Exhibit A to Notice of Grant of Stock Option Page 3 9. Manner of Exercising Option. (a)In (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exer...cisable, Optionee (or any other person or persons exercising the option) this Option) must take the following actions: (i)Execute (i) Complete and deliver submit to the Corporation Secretary of the Company or a person designated by the Secretary of the Company the Notice of Exercise for the Option Shares for which the option is exercised attached as Exhibit I attached hereto or comply with such other procedures as the Corporation Company may establish for notifying the Corporation Company of the exercise of this option for one or more Option Shares. (ii)Pay Option. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A)cash (A) cash or certified check made payable to the Corporation; (B)shares Company; or (B) at the discretion of the Plan Administrator and to the extent permitted by Applicable Law, in shares of Common Stock valued at Fair Market Value on the Exercise Date date on which this Option shall have been exercised in accordance with this Section 9 (the "Exercise Date") and held by Optionee (or any other person or persons exercising the option) Option) for any required the requisite period (if any) necessary to avoid a charge to the Corporation's Company's earnings for financial reporting purposes; or (C)through (C) to the extent the option is exercised for vested Option Shares following the IPO, through a special sale and remittance procedure established by the Company pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) (1) to a brokerage firm (reasonably satisfactory to the Corporation Company for purposes of administering such procedure in accordance compliance with the Corporation's pre-clearance/pre-notification policies) any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares and remit to the Corporation, Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (ii) (2) to the Corporation Company to deliver the certificates (which may be in electronic form) for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except sale; or (D) such other method of payment as the Plan Administrator may approve. (iii) Furnish to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii)Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv)Make Option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of applicable securities laws. Exhibit A to Notice of Grant of Stock Option Page 4 (v) Make appropriate arrangements with the Corporation Company (or Parent or Subsidiary Affiliate employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (b)As (b) As soon as practical after the Exercise Date, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) Option) a certificate (which may be in electronic form) for the purchased Option Shares, with the appropriate legends affixed thereto. 5 (c)In (c) In no event may this option Option be exercised for any fractional shares. View More
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Stockholder Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common Stock to be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any ot...her person. View More
Stockholder Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common Stock to be issued pursuant to this Option option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Common Stock of the Company. Nothing contained in this Agreement, option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship be...tween you and the Company or any other person. View More
Stockholder Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common Stock to be issued pursuant to this Option option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Common Stock of the Company. Nothing contained in this Agreement, option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship be...tween you and the Company or any other person. View More
Stockholder Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common Stock to be issued pursuant to this Option option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Common Stock of the Company. Nothing contained in this Agreement, option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship be...tween you and the Company or any other person. View More
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Stockholder Rights. Until such time as the shares are forfeited pursuant to the Forfeiture Restriction or the Corporation exercises the Repurchase Right or the First Refusal Right, Participant (or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Issued Shares, subject, however, to the transfer restrictions of Articles B and C. B. SECURITIES LAW COMPLIANCE 1. Restricted Securities. The Issued Shares have not been registered under the... 1933 Act and are being issued to Participant in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Participant hereby confirms that Participant has been informed that the Issued Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Issued Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges that Participant is acquiring the Issued Shares for investment purposes only and not with a view to resale and is prepared to hold the Issued Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Issued Shares from the registration requirements of the 1933 Act. View More
Stockholder Rights. Until such time as the shares are forfeited pursuant to the Forfeiture Restriction or the Corporation exercises the Repurchase Right or the First Refusal Right, Participant (or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Issued Purchased Shares, subject, however, to the transfer restrictions of Articles B and C. B. SECURITIES LAW COMPLIANCE 1. Restricted Securities. The Issued Purchased Shares have not been ...registered under the 1933 Act and are being issued to Participant in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Participant hereby confirms that Participant has been informed that the Issued Purchased Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Issued Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges that Participant is acquiring the Issued Purchased Shares for investment purposes only and not with a view to resale and is prepared to hold the Issued Purchased Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Issued Purchased Shares from the registration requirements of the 1933 Act. View More
Stockholder Rights. Until such time as the shares are forfeited pursuant to the Forfeiture Restriction or the Corporation exercises the Repurchase Right or the First Refusal Right, Participant Optionee (or any successor in interest) shall have all the rights of a stockholder rights (including voting, dividend and liquidation rights) with respect to the Issued Purchased Shares, subject, however, to the transfer restrictions of Articles B and C. B. SECURITIES LAW COMPLIANCE 1. Restricted Securities. The Issued Purcha...sed Shares have not been registered under the 1933 Act and are being issued to Participant Optionee in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Participant Optionee hereby confirms that Participant Optionee has been informed that the Issued Purchased Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Issued Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant Optionee hereby acknowledges that Participant is acquiring the Issued Shares for investment purposes only and not with a view to resale and Optionee is prepared to hold the Issued Purchased Shares for an indefinite period and that Participant Optionee is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Issued Purchased Shares from the registration requirements of the 1933 Act. View More
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Stockholder Rights. The Participant or his or her legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Option and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and then only to the extent that) certificates for such Shares have been issued and delivered to him, her or them (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been p...rovided). View More
Stockholder Rights. The Participant or and his or her legal representatives, legatees representative, legatee or distributees distribute shall not be deemed to be the holder of any Shares subject to the Option and shall not have any dividend rights, voting rights or other rights as of a stockholder unless and until (and then only to the extent that) certificates for such Shares have been issued and delivered to him, her or them (or, in the case of uncertificated shares, other written evidence notice of ownership in... accordance with Applicable Law shall have been provided). View More
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Stockholder Rights. The Participant shall have no rights of a common stockholder of the Company, including the right to receive a dividend payment or vote such stock at any meeting of the common stockholders of the Company, as a result of his or her ownership of the Shares.
Stockholder Rights. The Participant shall have no rights of a common stockholder of the Company, including the right to receive a dividend payment or vote such stock at any meeting of the common stockholders of the Company, as a result of his or her ownership of the Shares. Performance Units.
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Stockholder Rights. The Optionee shall not be deemed a stockholder of the Corporation with respect to any of the shares of NewCo Common Stock subject to the Options, except to the extent that such shares shall have been purchased and transferred to the Optionee. The Corporation shall not be required to issue or transfer any shares of NewCo Common Stock purchased upon exercise of the Options until all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities... exchange on which the NewCo Common Stock may then be listed. View More
Stockholder Rights. The Optionee shall not be deemed a stockholder of the Corporation with respect to any of the shares of NewCo Common Stock subject to the Options, except to the extent that such shares shall have been purchased and transferred to the Optionee. The Corporation shall not be required to issue or transfer any shares of NewCo Common Stock purchased upon exercise of the Options until all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities... exchange on which the NewCo Common Stock may then be listed. View More
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