0001193125-05-027037 Sample Contracts

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware

This Agreement amends and restates that certain Senior Management Agreement (the “Prior Agreement”), dated as of February 14, 2002, by and among Holdings LLC, Employer and Executive. The Company, Holdings LLC, Employer and Executive desire to amend and restate the Prior Agreement in order to facilitate a dissolution of Holdings LLC and an initial public offering of the Company’s common stock.

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AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENT
Limited Liability Company Agreement and Dissolution Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware

THIS AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENT (the “Agreement”) is made as of February 9, 2005 by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and certain of the members of Holdings LLC (the “Member Parties”).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware

THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 9, 2005, by and among (i) Syniverse Holdings, Inc., a Delaware corporation (the “Company”), (ii) Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and (iii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR VII/A”), GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”) and any other investment fund managed by GTCR Golder Rauner, L.L.C. or any of its affiliates or successors that at any time acquires securities of the Company and executes a counterpart of the Stock Purchase Agreement (as defined below) or otherwise agrees to be bound by the Stock Purchase Agreement (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”).

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