A North Carolina Stockholders Agreement is a legally binding document that outlines the terms and conditions of the relationship between the stockholders (America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc.) involved in a business transaction. This agreement serves to protect the rights and interests of each party and to facilitate the smooth operation of the business. Key elements of a typical North Carolina Stockholders Agreement include: 1. Ownership and Capital Structure: The agreement outlines the ownership percentages of each stockholder and the capital contributions made by each party. It specifies how the shares are divided and the voting rights associated with each type of stock. 2. Share Transfer and Sale: The agreement sets forth the procedures and restrictions related to the transfer and sale of shares. It may require stockholders to first offer their shares to the other parties before selling them to a third party. This provision ensures that existing stakeholders have the opportunity to maintain control of the company. 3. Governance and Decision Making: The agreement defines the rules for decision-making and the role of each stockholder in the management of the company. It may outline the responsibilities of the board of directors or establish specific voting thresholds for major decisions such as mergers, acquisitions, or changes in the company's bylaws. 4. Dividends and Distributions: A stockholders' agreement can define how dividends and distributions are to be allocated among the stockholders. This provision typically establishes a formula or mechanism for calculating and distributing profits, ensuring fairness among the parties. 5. Dispute Resolution: In case of disagreements or disputes between the stockholders, the agreement may outline a formal dispute resolution process, such as mediation or arbitration. This helps to minimize potential conflicts and maintain a cooperative working relationship. While there may not be different types of North Carolina Stockholders Agreements specifically between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., variations in the terms and clauses mentioned above can be tailored to suit the specific needs and circumstances of the parties involved. It is worth noting that legal advice and consultation from professionals well-versed in North Carolina business law is highly recommended when drafting or entering into a stockholders' agreement to ensure compliance with state regulations and to safeguard the interests of the involved parties.