Indiana Stockholders Agreement between America Online, Inc., MQ Acquisition, Inc., and Mapquest.Com, Inc.

• Category: Corporations - Public - Stockholder
• State: Multi-State
• Control #: US-EG-9051
• Format: Word; Rich Text

Description

Stockholders Agreement between America Online, Inc., MQ Acquisition, Inc., and Mapquest.Com, Inc. dated December 21, 1999. 11 pages The Indiana Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legal contract that outlines the terms and conditions governing the relationship between the stockholders of these companies. This agreement is specific to the state of Indiana and aims to provide clarity, protection, and enforceable provisions for the parties involved. Here are some key aspects and types of Indiana Stockholders Agreements relevant to this scenario: 1. Definitions: The agreement begins by defining the key terms used throughout the document, such as "Stockholders," "Company," "Shares," and "Voting Agreement." 2. Stock Ownership: This section covers the ownership details of each participating stockholder, including the number of shares held, issuance dates, stock certificates, and any restrictions on the transfer of shares. 3. Voting Rights: It outlines the voting rights of each stockholder and specifies whether they possess common voting rights, Class A voting rights, or any other specific rights. This section may also cover the process for appointing board members and how voting on major company decisions will be conducted. 4. Dividends and Distributions: This section explains how and when dividends or other distributions will be paid out to the stockholders and if any pre-determined conditions must be met. It may include details about payment frequency, type of dividends (cash, stock, etc.), and the allocation process. 5. Share Vesting: In cases where stock options or restricted shares are involved, this section outlines the vesting schedule, which states the conditions under which the stockholder gains ownership rights to the shares. 6. Obligations and Restrictions: This part details the obligations of the stockholders, such as maintaining confidentiality, non-compete clauses, and restrictions on selling shares without proper approval. 7. Tag-Along Rights: Tag-along rights, also known as "co-sale" rights, protect minority stockholders by allowing them to sell their shares alongside a majority stockholder who is negotiating the sale of their shares to a third party. 8. Drag-Along Rights: Conversely, drag-along rights enable majority stockholders to force minority stockholders to sell their shares as part of a sale transaction with a third party. 9. Dispute Resolution: This section outlines the procedures for resolving any disagreements or disputes that may arise between the stockholders, such as negotiation, mediation, or litigation. 10. Termination and Survival: The termination clause defines the circumstances under which the agreement can be terminated and specifies which provisions will continue to apply even after termination. It is important to note that the specifics of an Indiana Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. may vary based on the nature of their business, the individuals involved, and the objectives they aim to achieve through the agreement. It is always advisable to consult legal professionals to draft a customized agreement that addresses the specific needs and circumstances of the parties involved.

The Indiana Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legal contract that outlines the terms and conditions governing the relationship between the stockholders of these companies. This agreement is specific to the state of Indiana and aims to provide clarity, protection, and enforceable provisions for the parties involved. Here are some key aspects and types of Indiana Stockholders Agreements relevant to this scenario: 1. Definitions: The agreement begins by defining the key terms used throughout the document, such as "Stockholders," "Company," "Shares," and "Voting Agreement." 2. Stock Ownership: This section covers the ownership details of each participating stockholder, including the number of shares held, issuance dates, stock certificates, and any restrictions on the transfer of shares. 3. Voting Rights: It outlines the voting rights of each stockholder and specifies whether they possess common voting rights, Class A voting rights, or any other specific rights. This section may also cover the process for appointing board members and how voting on major company decisions will be conducted. 4. Dividends and Distributions: This section explains how and when dividends or other distributions will be paid out to the stockholders and if any pre-determined conditions must be met. It may include details about payment frequency, type of dividends (cash, stock, etc.), and the allocation process. 5. Share Vesting: In cases where stock options or restricted shares are involved, this section outlines the vesting schedule, which states the conditions under which the stockholder gains ownership rights to the shares. 6. Obligations and Restrictions: This part details the obligations of the stockholders, such as maintaining confidentiality, non-compete clauses, and restrictions on selling shares without proper approval. 7. Tag-Along Rights: Tag-along rights, also known as "co-sale" rights, protect minority stockholders by allowing them to sell their shares alongside a majority stockholder who is negotiating the sale of their shares to a third party. 8. Drag-Along Rights: Conversely, drag-along rights enable majority stockholders to force minority stockholders to sell their shares as part of a sale transaction with a third party. 9. Dispute Resolution: This section outlines the procedures for resolving any disagreements or disputes that may arise between the stockholders, such as negotiation, mediation, or litigation. 10. Termination and Survival: The termination clause defines the circumstances under which the agreement can be terminated and specifies which provisions will continue to apply even after termination. It is important to note that the specifics of an Indiana Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. may vary based on the nature of their business, the individuals involved, and the objectives they aim to achieve through the agreement. It is always advisable to consult legal professionals to draft a customized agreement that addresses the specific needs and circumstances of the parties involved.