Montana 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 A Montana Stockholders Agreement is a legal contract that outlines the rights and obligations of the stockholders of three prominent companies, namely America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. This agreement is specific to the state of Montana and is designed to govern the relationships and responsibilities between these companies' stockholders. Key elements covered in a Montana Stockholders Agreement typically include the following: 1. Ownership and Voting Rights: The agreement defines the ownership stakes of each stockholder and outlines their respective voting rights during company-related decisions, including board meetings and major corporate changes. 2. Share Transfer Restrictions: It establishes specific limitations on transferring shares between the involved parties in order to maintain stability and control over the companies' ownership structure. These restrictions might include the right of first refusal for existing stockholders or the requirement to offer shares to other stockholders before selling to external parties. 3. Dividend Distribution: Details regarding the distribution of dividends among the stockholders are typically addressed, including the frequency and method of dividend payments, as well as any preferential treatment or special provisions for certain classes of stock. 4. Decision-Making Processes: The agreement may outline the decision-making procedures for major corporate actions, such as mergers, acquisitions, or reorganizations. This can include requiring a specific percentage of stockholder approval or a designated voting procedure for such events. 5. Reserved Matters: It identifies specific matters that require unanimous or super majority consent from the stockholders, regarding extraordinary company actions, such as changing the nature of business, incurring significant debt, or amending the company's bylaws. 6. Management and Board Representation: The agreement may specify the number of board seats allocated to each stockholder and define the process for appointing directors or filling vacancies. It might also establish rights and procedures for board meetings, committee appointments, and director removal. 7. Dispute Resolution: Mechanisms for resolving disputes between the stockholders, such as arbitration or mediation, may be included in the agreement to avoid escalating conflicts or resorting to costly litigation. It's important to note that the specifics of each Montana Stockholders Agreement may vary depending on the unique circumstances and objectives of the involved companies. Furthermore, it is essential to consult legal professionals to ensure compliance with state and federal laws and to tailor the agreement to the specific needs of the parties involved.

A Montana Stockholders Agreement is a legal contract that outlines the rights and obligations of the stockholders of three prominent companies, namely America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. This agreement is specific to the state of Montana and is designed to govern the relationships and responsibilities between these companies' stockholders. Key elements covered in a Montana Stockholders Agreement typically include the following: 1. Ownership and Voting Rights: The agreement defines the ownership stakes of each stockholder and outlines their respective voting rights during company-related decisions, including board meetings and major corporate changes. 2. Share Transfer Restrictions: It establishes specific limitations on transferring shares between the involved parties in order to maintain stability and control over the companies' ownership structure. These restrictions might include the right of first refusal for existing stockholders or the requirement to offer shares to other stockholders before selling to external parties. 3. Dividend Distribution: Details regarding the distribution of dividends among the stockholders are typically addressed, including the frequency and method of dividend payments, as well as any preferential treatment or special provisions for certain classes of stock. 4. Decision-Making Processes: The agreement may outline the decision-making procedures for major corporate actions, such as mergers, acquisitions, or reorganizations. This can include requiring a specific percentage of stockholder approval or a designated voting procedure for such events. 5. Reserved Matters: It identifies specific matters that require unanimous or super majority consent from the stockholders, regarding extraordinary company actions, such as changing the nature of business, incurring significant debt, or amending the company's bylaws. 6. Management and Board Representation: The agreement may specify the number of board seats allocated to each stockholder and define the process for appointing directors or filling vacancies. It might also establish rights and procedures for board meetings, committee appointments, and director removal. 7. Dispute Resolution: Mechanisms for resolving disputes between the stockholders, such as arbitration or mediation, may be included in the agreement to avoid escalating conflicts or resorting to costly litigation. It's important to note that the specifics of each Montana Stockholders Agreement may vary depending on the unique circumstances and objectives of the involved companies. Furthermore, it is essential to consult legal professionals to ensure compliance with state and federal laws and to tailor the agreement to the specific needs of the parties involved.