TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2007 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
The persons named in Schedule 2 hereto (each, a “Selling Stockholder” and together, the “Selling Stockholders”), propose severally, subject to the terms and conditions stated herein, to sell to you (“you” or the “Underwriter”) an aggregate of 11,000,000 shares (the “Shares”), par value $.01 per share (“Stock”) of TRW Automotive Holdings Corp., a Delaware corporation (the “Company”). The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule 2 hereto.
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BETWEEN TRW AUTOMOTIVE HOLDINGS CORP. AND AUTOMOTIVE INVESTORS L.L.C. Dated: May 29, 2007Stockholders Agreement • June 1st, 2007 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
This THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 29, 2007, is between TRW Automotive Holdings Corp., a Delaware corporation (including any successor thereto, “Parent”), and Automotive Investors L.L.C., a Delaware limited liability company (together with any successor thereto and any Permitted Transferee thereof that becomes a party to this Agreement pursuant hereto, “AI LLC”). Unless otherwise provided in this Agreement, capitalized terms used herein have the respective meanings given to them in Section 1.1. Capitalized terms used herein and not otherwise defined herein have the respective meanings given to them in the Master Purchase Agreement referred to below.
