Page ARTICLE I DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Construction 26 1.3 Currency 26 ARTICLE II ORGANIZATION 26 2.1 Certificate of Incorporation and Bylaws 26 2.2 Headquarters 26 ARTICLE III STOCKHOLDERS 27 3.1 Stockholders 27 3.2 Purchase of...Stockholders’ Agreement • May 4th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of May 1, 2006, is by and among JohnsonDiversey Holdings, Inc., a Delaware corporation (formerly known as Johnson Professional Holdings, Inc., the “Company”), Commercial Markets Holdco, Inc., a Wisconsin corporation (“Holdco”), and Marga B.V., a company organized under the laws of The Netherlands (“Marga”) and an indirect, wholly-owned subsidiary of Unilever N.V., a company organized under the laws of The Netherlands (“Unilever NV”). Marga, together with Holdco and such other Persons listed on Schedule A (as such schedule may be amended from time to time), including any Permitted Transferees, are referred to collectively as the “Stockholders” and each individually as a “Stockholder.”
ASSET AND EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG JOHNSON POLYMER, LLC, JOHNSONDIVERSEY HOLDINGS II B.V. AND BASF Aktiengesellschaft May 1, 2006Asset and Equity Interest Purchase Agreement • May 4th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
THIS ASSET AND EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of May, 2006 by and among JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”), JOHNSONDIVERSEY HOLDINGS II B.V., a company organized under the laws of the Netherlands (“JD Holdings II”), and BASF Aktiengesellschaft, a German corporation (“Buyer”). Johnson Polymer and JD Holdings II are sometimes referred to herein individually as a “Seller” and collectively as the “Sellers.”
