Hill Path Capital LP Sample Contracts

STOCK PURCHASE AGREEMENT BY AND BETWEEN LORD CENTRAL OPPORTUNITY V LIMITED
Stock Purchase Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation • Delaware

This Stock Purchase Agreement (this “Agreement”), dated as of May 27, 2019, is made by and between Lord Central Opportunity V Limited, a company incorporated under the laws of the British Virgin Islands (the “Seller”), Hill Path Capital LP (“Hill Path”), the affiliates of Hill Path set forth on Exhibit A hereto (the “HP Purchasers”, each of the HP Purchasers a “Purchaser” and together the “Purchasers”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 24th, 2017 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

STOCKHOLDERS AGREEMENT Dated as of May 27, 2019 STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

[l], a [l] (the “Joining Party”), is executing and delivering this Joinder Agreement (this “Joinder”) to that certain Stockholders Agreement, dated as of May 27, 2019 (as amended, modified or supplemented from time to time, the “Stockholders Agreement”), by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED UNDERTAKING AGREEMENT
Undertaking Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

This letter, which we, Scott I. Ross and, if I am appointed to the SeaWorld board of directors in accordance with the Stockholders Agreement (as defined below), James P. Chambers (collectively, “we”, “our” or “us”), have executed and which is agreed to by SeaWorld Entertainment, Inc. (“SeaWorld” or the “Company”) and our firm, Hill Path Capital LP (ourselves, our firm and the investment funds and accounts that Scott I. Ross controls, collectively, “Hill Path”), contains a series of undertakings by Hill Path, and other agreements among the parties hereto, pursuant to that certain stockholders agreement, by and between SeaWorld and Hill Path, dated as of the date hereof (the “Stockholders Agreement”). These undertakings will be effective for 12 months following the date on which there is no director serving on the SeaWorld board of directors that is designated by Hill Path (a “Hill Path Designee”), and this letter is intended to be legally binding on Hill Path (which Scott I. Ross is aut

REGISTRATION RIGHTS AGREEMENT by and between SEAWORLD ENTERTAINMENT, INC. and HILL PATH CAPITAL LP HILL PATH CAPITAL PARTNERS LP HILL PATH CAPITAL CO- INVESTMENT PARTNERS LP HILL PATH CAPITAL PARTNERS-H LP HILL PATH CAPITAL PARTNERS CO-INVESTMENT E LP...
Registration Rights Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2019, is by and between SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), and Hill Path Capital LP (“Hill Path”), a limited partnership organized under the laws of Delaware, Hill Path Capital Partners LP (“Hill Path Capital”), a Delaware limited partnership, Hill Path Capital Co-Investment Partners LP (“Hill Path Co-Investment”), a Delaware limited partnership, Hill Path Capital Partners-H LP (“Hill Path H”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment E LP (“Hill Path E”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment E2 LP (“Hill Path E2”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment S LP (“Hill Path S”), a Delaware limited partnership, HEP Fund LP (“HEP Fund”), a Delaware limited partnership, HM Fund LP, a Delaware limited partnership (“HM Fund”), Hill Path Capital Partners GP LLC, a Delaware limited liabi

JOINT FILING AGREEMENT
Joint Filing Agreement • September 22nd, 2020 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Dave & Buster’s Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 2nd, 2022 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Dave & Buster’s Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 24th, 2022 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Ruth’s Hospitality Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 17th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Joint Filing Agreement
Joint Filing Agreement • June 3rd, 2022 • Hill Path Capital LP • Hotels, rooming houses, camps & other lodging places

The undersigned hereby agree that the Statement on Schedule 13G dated June 3, 2022 with respect to the Common Stock, par value $0.01 per share of Hilton Grand Vacations Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 13th, 2022 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Dave & Buster’s Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINDER AGREEMENT December 13, 2019
Joinder Agreement • December 17th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

Hill Path SPV 3 LLC, a Delaware limited liability company (the “Joining Party”), is executing and delivering this Joinder Agreement (this “Joinder”) to that certain Stockholders Agreement, dated as of May 27, 2019 (as amended, modified or supplemented from time to time, the “Stockholders Agreement”), by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 20th, 2019 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Dave & Buster’s Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • March 23rd, 2020 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 8th, 2024 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of The ONE Group Hospitality, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 26th, 2020 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of J. Alexander’s Holdings, Inc., a Tennessee corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 15th, 2020 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 29th, 2021 • Hill Path Capital LP • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Ruth’s Hospitality Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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