The Wayne Michigan Stockholders Agreement refers to a legally binding agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., which outlines the terms and conditions governing the relationship between the parties. The agreement is designed to govern their roles, responsibilities, and rights as stockholders in the company. This agreement is crucial in defining the ownership structure, decision-making processes, and the protections and benefits afforded to each stockholder. It serves as a framework for the relationship between the stockholders, ensuring transparency, fairness, and predictability in their interactions. Key provisions addressed in the Wayne Michigan Stockholders Agreement include: 1. Ownership Structure: The agreement defines each party's ownership percentage and the number of shares held by each stockholder. It provides clarity on the distribution of ownership and helps avoid potential disputes or confusion. 2. Voting Rights: The agreement outlines the voting rights of each stockholder, specifying the number of votes each party is entitled to, as well as any restrictions on those rights. It helps establish the decision-making process for corporate matters. 3. Board Representation: It determines the number of seats each stockholder is entitled to on the company's board of directors. This provision ensures that each party has a say in the governance and strategic direction of the company. 4. Transfer of Shares: The agreement may include restrictions on the transfer of shares, providing a mechanism to control the sale, transfer, or assignment of shares between the stockholders. This helps maintain stability and control within the company. 5. Tag-Along and Drag-Along Rights: These rights grant stockholders the ability to include their shares in a sale or acquisition of the company, allowing them to participate in the transaction and benefit proportionally. 6. Confidentiality and Non-Compete Clauses: To protect the company's interests, the agreement may include provisions that restrict stockholders from disclosing sensitive information or engaging in activities that may compete with the company during or after their association. Different types or variations of the Wayne Michigan Stockholders Agreement may exist based on the specific negotiated terms and conditions between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. Each agreement would be tailored to address the unique needs and priorities of the parties involved. It is important for all parties to seek legal advice and carefully review the agreement to fully understand their rights and obligations as stockholders.