Stockholders Agreement between America Online, Inc., MQ Acquisition, Inc., and Mapquest.Com, Inc. dated December 21, 1999. 11 pages
The North Dakota Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legal document that outlines the rights, obligations, and responsibilities of the stockholders of these companies. It governs the relationship between the stockholders and helps ensure smooth operations and decision-making processes. This agreement is specific to North Dakota as it adheres to the state's laws and regulations. It provides a framework for shareholders to protect their interests and establish guidelines for important matters concerning the companies. Here is a detailed description of what this agreement encompasses: 1. Purpose: The agreement lays out the purpose of the stockholders' relationship, which includes promoting cooperation, efficient decision-making, and safeguarding the rights and interests of the stockholders. 2. Stockholder Rights and Obligations: It delineates the rights and obligations of each stockholder, including voting rights, restrictions on stock transfers, and obligations to disclose pertinent information. 3. Governance and Management: The agreement establishes the governance structure of the companies, including the composition of the board of directors and appointment procedures. It may outline specific provisions for decision-making, quorum requirements, and the role and responsibilities of officers. 4. Shareholder Meetings: The agreement defines the procedures for stockholder meetings, including notice requirements, proxies, and voting procedures. It may specify how decisions are made and whether certain decisions require a super majority vote. 5. Capitalization and Stock Issuance: It addresses matters related to the issuance and transfer of stock, including preemptive rights, restrictions on stock issuance, and procedures for stock offerings. 6. Tag-Along and Drag-Along Rights: This clause outlines provisions that allow stockholders to sell their shares in case of a majority of acquisition or merger. Tag-Along rights allow minority stockholders to participate in the sale, while Drag-Along rights compel minority stockholders to sell alongside majority stockholders. 7. Transfer Restrictions: The agreement may include restrictions on stock transfers, such as requiring approval from the board of directors or imposing limitations on transfers to competitors. 8. Dispute Resolution: It lays out the procedures for resolving disputes between stockholders, including mediation, arbitration, or legal action in North Dakota courts. 9. Confidentiality and Non-Compete: The agreement may contain provisions outlining confidentiality obligations and restrictions on stockholders from engaging in competing businesses during their tenure and after leaving the company. 10. Termination and Amendment: The agreement defines the circumstances under which the agreement can be terminated or modified. It may require the consent of a specific percentage of stockholders to make amendments. It is important to note that the North Dakota Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. can have different variations or types based on the specific needs and circumstances of the companies involved. These variations may include specific provisions, additions, or exclusions to best address the goals and concerns of the stockholders and the companies.
The North Dakota Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legal document that outlines the rights, obligations, and responsibilities of the stockholders of these companies. It governs the relationship between the stockholders and helps ensure smooth operations and decision-making processes. This agreement is specific to North Dakota as it adheres to the state's laws and regulations. It provides a framework for shareholders to protect their interests and establish guidelines for important matters concerning the companies. Here is a detailed description of what this agreement encompasses: 1. Purpose: The agreement lays out the purpose of the stockholders' relationship, which includes promoting cooperation, efficient decision-making, and safeguarding the rights and interests of the stockholders. 2. Stockholder Rights and Obligations: It delineates the rights and obligations of each stockholder, including voting rights, restrictions on stock transfers, and obligations to disclose pertinent information. 3. Governance and Management: The agreement establishes the governance structure of the companies, including the composition of the board of directors and appointment procedures. It may outline specific provisions for decision-making, quorum requirements, and the role and responsibilities of officers. 4. Shareholder Meetings: The agreement defines the procedures for stockholder meetings, including notice requirements, proxies, and voting procedures. It may specify how decisions are made and whether certain decisions require a super majority vote. 5. Capitalization and Stock Issuance: It addresses matters related to the issuance and transfer of stock, including preemptive rights, restrictions on stock issuance, and procedures for stock offerings. 6. Tag-Along and Drag-Along Rights: This clause outlines provisions that allow stockholders to sell their shares in case of a majority of acquisition or merger. Tag-Along rights allow minority stockholders to participate in the sale, while Drag-Along rights compel minority stockholders to sell alongside majority stockholders. 7. Transfer Restrictions: The agreement may include restrictions on stock transfers, such as requiring approval from the board of directors or imposing limitations on transfers to competitors. 8. Dispute Resolution: It lays out the procedures for resolving disputes between stockholders, including mediation, arbitration, or legal action in North Dakota courts. 9. Confidentiality and Non-Compete: The agreement may contain provisions outlining confidentiality obligations and restrictions on stockholders from engaging in competing businesses during their tenure and after leaving the company. 10. Termination and Amendment: The agreement defines the circumstances under which the agreement can be terminated or modified. It may require the consent of a specific percentage of stockholders to make amendments. It is important to note that the North Dakota Stockholders Agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. can have different variations or types based on the specific needs and circumstances of the companies involved. These variations may include specific provisions, additions, or exclusions to best address the goals and concerns of the stockholders and the companies.