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 11th, 2006 • Johnsondiversey Holdings 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 11th, 2006 • Johnsondiversey Holdings 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.”
LEASE AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENTLease Amendment, Assignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS LEASE AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of the first day of May 2006 by and among S.C. JOHNSON & SON, INC., a Wisconsin corporation (“SCJ”), JOHNSONDIVERSEY, INC., a Delaware corporation (“JDI”), and JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into on May 1, 2006 by and among S.C. Johnson & Son, Inc., a Wisconsin corporation (“SCJ”), JohnsonDiversey, Inc., a Delaware corporation (“JDI”), and Johnson Polymer, LLC, a Wisconsin limited liability company (“Polymer”).
LEASE ASSIGNMENT AND ASSUMPTION AGREEMENTLease Assignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into effective as of the first day of May 2006 (the “Effective Date”) by and among S.C. JOHNSON & SON, INC., a Wisconsin corporation (“SCJ”), JOHNSONDIVERSEY, INC., a Delaware corporation (“JDI”), aad JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”).
TERMINATION AGREEMENTTermination Agreement • May 11th, 2006 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
This Termination Agreement (this “Agreement”) is made and entered into on May 1, 2006 by and among S.C. Johnson & Son, Inc., a Wisconsin corporation (“SCJ”), and Johnson Polymer, LLC, a Wisconsin limited liability company (“Polymer”).
