Los Angeles California Stockholders Agreement between America Online, Inc., MQ Acquisition, Inc., and Mapquest.Com, Inc.

• Category: Corporations - Public - Stockholder
• State: Multi-State
• County: Los Angeles
• 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 Los Angeles California Stockholders Agreement is a legal document that outlines the rights, responsibilities, and obligations of the stockholders involved in the merger or acquisition between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement serves as a crucial foundation for the smooth and lawful operation of the companies involved. The Los Angeles California Stockholders Agreement provides a comprehensive framework in which the stockholders agree to merge their shares, assets, and interests in pursuit of a common goal. The agreement generally covers various aspects such as voting rights, board representation, potential disputes, confidentiality, and non-compete clauses. Key clauses within the Los Angeles California Stockholders Agreement include: 1. Voting Rights: This clause establishes the voting power each stockholder holds in decision-making processes. It ensures that the interests of different stockholders are proportionately represented and prevents one party from exercising undue influence. 2. Board Representation: In mergers or acquisitions, the composition of the board of directors is critical. This clause defines the number of board seats each stockholder is entitled to and outlines the process of appointment or nomination. 3. Transfer of Shares: This clause determines the conditions under which stockholders can transfer their shares to third parties. It often includes preemptive rights, tag-along rights, and drag-along rights, which protect the interests of all stockholders when shares change hands. 4. Dispute Resolution: To address potential conflicts, this clause outlines the mechanism for resolving disputes between the stockholders. It may specify options such as mediation, arbitration, or litigation, ensuring fair resolution and maintaining the stability of the agreement. 5. Confidentiality and Non-Disclosure: This clause ensures that confidential information shared among the parties during the merger or acquisition remains protected and cannot be disclosed to outside parties without explicit consent. Although the Los Angeles California Stockholders Agreement's core elements remain relatively standard, variations may occur based on the specific circumstances and negotiations between the involved parties. Different types of stockholders agreements may emerge, including: 1. Stock Purchase Agreement: This type of agreement focuses on the acquisition of shares by one party from another, stipulating the terms and conditions of the transaction such as price, payment, and closing conditions. 2. Stock Restriction Agreement: This agreement imposes restrictions on the transferability of shares, usually to protect the interests of all stockholders and prevent an undesired change in ownership structure. 3. Stock Option Agreement: This agreement regulates the terms and conditions under which stock options are granted to employees or directors, outlining vesting schedules, exercise periods, and other relevant details. These various types of stockholders agreements within the Los Angeles California context enable the parties involved to establish and safeguard their rights and responsibilities, ensuring an equitable and harmonious collaboration for the benefit of all stakeholders.

Los Angeles California Stockholders Agreement is a legal document that outlines the rights, responsibilities, and obligations of the stockholders involved in the merger or acquisition between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement serves as a crucial foundation for the smooth and lawful operation of the companies involved. The Los Angeles California Stockholders Agreement provides a comprehensive framework in which the stockholders agree to merge their shares, assets, and interests in pursuit of a common goal. The agreement generally covers various aspects such as voting rights, board representation, potential disputes, confidentiality, and non-compete clauses. Key clauses within the Los Angeles California Stockholders Agreement include: 1. Voting Rights: This clause establishes the voting power each stockholder holds in decision-making processes. It ensures that the interests of different stockholders are proportionately represented and prevents one party from exercising undue influence. 2. Board Representation: In mergers or acquisitions, the composition of the board of directors is critical. This clause defines the number of board seats each stockholder is entitled to and outlines the process of appointment or nomination. 3. Transfer of Shares: This clause determines the conditions under which stockholders can transfer their shares to third parties. It often includes preemptive rights, tag-along rights, and drag-along rights, which protect the interests of all stockholders when shares change hands. 4. Dispute Resolution: To address potential conflicts, this clause outlines the mechanism for resolving disputes between the stockholders. It may specify options such as mediation, arbitration, or litigation, ensuring fair resolution and maintaining the stability of the agreement. 5. Confidentiality and Non-Disclosure: This clause ensures that confidential information shared among the parties during the merger or acquisition remains protected and cannot be disclosed to outside parties without explicit consent. Although the Los Angeles California Stockholders Agreement's core elements remain relatively standard, variations may occur based on the specific circumstances and negotiations between the involved parties. Different types of stockholders agreements may emerge, including: 1. Stock Purchase Agreement: This type of agreement focuses on the acquisition of shares by one party from another, stipulating the terms and conditions of the transaction such as price, payment, and closing conditions. 2. Stock Restriction Agreement: This agreement imposes restrictions on the transferability of shares, usually to protect the interests of all stockholders and prevent an undesired change in ownership structure. 3. Stock Option Agreement: This agreement regulates the terms and conditions under which stock options are granted to employees or directors, outlining vesting schedules, exercise periods, and other relevant details. These various types of stockholders agreements within the Los Angeles California context enable the parties involved to establish and safeguard their rights and responsibilities, ensuring an equitable and harmonious collaboration for the benefit of all stakeholders.