Kentucky 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 Title: Understanding the Kentucky Stockholders Agreement: America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. Introduction: The Kentucky Stockholders Agreement plays a crucial role in governing the relationship between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This legal document outlines various rights, obligations, and provisions that protect the interests of the involved entities and their stockholders. Here, we will delve into the details of this agreement, highlighting its significance for the parties involved. 1. Definition of the Kentucky Stockholders Agreement: The Kentucky Stockholders Agreement is a legally binding contract that establishes the rights and responsibilities of America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. The agreement provides a framework for corporate governance, decision-making, and protection of stockholders' interests. 2. Key Provisions: a. Ownership and Stockholder Rights: This section outlines the ownership stakes held by each party and their corresponding voting and dividend rights. It determines the control and decision-making power of the stockholders. b. Transfers and Restrictions: The agreement provides guidelines on transferring shares, including any restrictions or preemptive rights that may be implemented. This ensures that any change in ownership is done in a manner that aligns with the best interests of the parties involved. c. Board Representation: The agreement may define the number of board seats allocated to each party, reflecting their respective ownership stakes. It also outlines any specific rights or qualifications associated with board membership. d. Decision-Making Processes: This section clarifies the procedure for making important corporate decisions, such as mergers, acquisitions, investments, and significant financial transactions. It ensures that all parties are involved in decision-making processes and have a voice in shaping the company's future. e. Information Rights: The Kentucky Stockholders Agreement may specify the level of access stockholders have to the company's financial statements, reports, and other material information. This promotes transparency and enables informed decision-making. 3. Types of Kentucky Stockholders Agreements: There can be various types of Kentucky Stockholders Agreements based on the specific objectives or circumstances of the involved companies. Some potential variants include: a. Voting Agreement: Focuses primarily on stockholders' voting rights and procedures during important decision-making processes. b. Buy-Sell Agreement: Addresses the transfer of shares under predetermined conditions, typically triggered by events like death, disability, or retirement of a stockholder. c. Option Agreement: Grants a party the option to purchase additional shares at a predetermined price within a specific time frame. d. Right of First Refusal Agreement: Allows existing stockholders to purchase additional shares before they are offered to third parties. Conclusion: The Kentucky Stockholders Agreement acts as a crucial tool in managing the relationship between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. By establishing clear guidelines on ownership, decision-making, and stockholder rights, it helps maintain transparency, protect investor interests, and ensure smooth operation within the corporate structure. Various types of agreements address specific aspects and cater to different scenarios, ensuring alignment and efficiency in the execution of important actions.

Title: Understanding the Kentucky Stockholders Agreement: America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. Introduction: The Kentucky Stockholders Agreement plays a crucial role in governing the relationship between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This legal document outlines various rights, obligations, and provisions that protect the interests of the involved entities and their stockholders. Here, we will delve into the details of this agreement, highlighting its significance for the parties involved. 1. Definition of the Kentucky Stockholders Agreement: The Kentucky Stockholders Agreement is a legally binding contract that establishes the rights and responsibilities of America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. The agreement provides a framework for corporate governance, decision-making, and protection of stockholders' interests. 2. Key Provisions: a. Ownership and Stockholder Rights: This section outlines the ownership stakes held by each party and their corresponding voting and dividend rights. It determines the control and decision-making power of the stockholders. b. Transfers and Restrictions: The agreement provides guidelines on transferring shares, including any restrictions or preemptive rights that may be implemented. This ensures that any change in ownership is done in a manner that aligns with the best interests of the parties involved. c. Board Representation: The agreement may define the number of board seats allocated to each party, reflecting their respective ownership stakes. It also outlines any specific rights or qualifications associated with board membership. d. Decision-Making Processes: This section clarifies the procedure for making important corporate decisions, such as mergers, acquisitions, investments, and significant financial transactions. It ensures that all parties are involved in decision-making processes and have a voice in shaping the company's future. e. Information Rights: The Kentucky Stockholders Agreement may specify the level of access stockholders have to the company's financial statements, reports, and other material information. This promotes transparency and enables informed decision-making. 3. Types of Kentucky Stockholders Agreements: There can be various types of Kentucky Stockholders Agreements based on the specific objectives or circumstances of the involved companies. Some potential variants include: a. Voting Agreement: Focuses primarily on stockholders' voting rights and procedures during important decision-making processes. b. Buy-Sell Agreement: Addresses the transfer of shares under predetermined conditions, typically triggered by events like death, disability, or retirement of a stockholder. c. Option Agreement: Grants a party the option to purchase additional shares at a predetermined price within a specific time frame. d. Right of First Refusal Agreement: Allows existing stockholders to purchase additional shares before they are offered to third parties. Conclusion: The Kentucky Stockholders Agreement acts as a crucial tool in managing the relationship between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. By establishing clear guidelines on ownership, decision-making, and stockholder rights, it helps maintain transparency, protect investor interests, and ensure smooth operation within the corporate structure. Various types of agreements address specific aspects and cater to different scenarios, ensuring alignment and efficiency in the execution of important actions.