The Board's consent was provided pursuant to the terms and conditions of the Amended and Restated Stockholders' Agreement
, dated October 1, 2018, among the Company, the MSD Parties and certain other stockholders party thereto, which limits, among other activities, acquisitions by the MSD Parties of additional shares of the Company's common stock without the consent of the Board of Directors.
The executive vice president had an employment agreement that retained his "at-will" employment status but allowed for severance pay upon his termination from the company unless he was terminated for cause as defined in the stockholders' agreement
This was done so that the CEO would be taken unaware and so would not have the opportunity, under the company's stockholders' agreement
, to replace a majority of the board before he was ousted.
At the closing, buyer will acquire 81% of the issued and outstanding capital stock of CMC for a purchase price of USD 1.5m (which is currently being held in escrow), buyer and seller will enter into a new stockholders' agreement
governing the rights and obligations of the stockholders' of CMC and a subsidiary of CMC and an affiliate of seller will enter into a management services agreement whereby seller's affiliate will provide certain services to CMC and its subsidiaries in exchange for service fees.
(1) Typically, a stockholders' agreement
will restrict transfers of stock, protect an S election, and preclude competition and disclosures of information.
Paul Kreth claims investors in the corporation have breached the stockholders' agreement
and won't allow him to combine the North Little Rock and Little Rock locations of the restaurant under one management company.
While the Internal Revenue Code requires that securities held by employee stock ownership plans (ESOPs) be independently appraised, other types of plans may determine the value of nonpublicly traded employer securities under a formula contained in a stockholders' agreement
or a specific formula applicable to the plan's securities (such as for preferred stock).
According to MTG, the CTC Media stockholders' agreement
enables MTG to designate three of the nine members of the CTC Media board and the co-chairman.
Under its commitment to purchase additional shares of common stock, Tallwood has entered into a stockholders' agreement
which provides that its common stock in excess of 37.5% of the outstanding stock will be voted proportionately with the votes of stockholders other than Tallwood, except with respect to the proposal to authorize 225 million additional shares of common stock, for which Tallwood has agreed to vote all of its shares in favour.