Genstar Capital LLC Sample Contracts

ARTICLE I.
Securities Purchase Agreement • September 22nd, 2000 • Genstar Capital LLC • In vitro & in vivo diagnostic substances • California
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SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 26th, 2000 • Genstar Capital LLC • In vitro & in vivo diagnostic substances
JOINT FILING AGREEMENT ----------------------
Exhibit 1 • September 22nd, 2000 • Genstar Capital LLC • In vitro & in vivo diagnostic substances

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) and Robert J. Weltman on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of BioSource International, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Exhibit 3 BIOSOURCE INTERNATIONAL 820 Flynn Road Camarillo, CA 93012
Genstar Capital LLC • September 7th, 2000 • In vitro & in vivo diagnostic substances
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK OF BIOSOURCE INTERNATIONAL, INC.
Genstar Capital LLC • June 10th, 2004 • In vitro & in vivo diagnostic substances

THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (the “Amendment”), is entered into on this 7th day of June 2004, by and between BioSource International, Inc., a Delaware corporation (the “Company”), and Stargen II LLC (the “Holder”).

AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK OF BIOSOURCE INTERNATIONAL, INC.
Genstar Capital LLC • June 10th, 2004 • In vitro & in vivo diagnostic substances

THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (the “Amendment”), is entered into on this 7th day of June 2004, by and between BioSource International, Inc., a Delaware corporation (the “Company”), and Genstar Capital Partners II, L.P. (the “Holder”).

EXHIBIT 1 JOINT FILING AGREEMENT ----------------------
Joint Filing Agreement • January 20th, 2000 • Genstar Capital LLC • In vitro & in vivo diagnostic substances

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of BioSource International, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

VOTING AGREEMENT
Voting Agreement • July 29th, 2005 • Genstar Capital LLC • In vitro & in vivo diagnostic substances • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2005 by and among Invitrogen Corporation, a Delaware corporation (“Parent”), and the Stockholders listed on Annex A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

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