0001193125-07-072280 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2007 • Susser Holdings CORP • Retail-convenience stores • Texas

WHEREAS, pursuant to the closing of the transactions (the “Closing”) described in the Agreement and Plan of Merger, dated as of November 4, 2005, by and among Susser Holdings, L.L.C. (“Susser Holdings”), Stripes Acquisition LLC and Stripes Holdings (the “Merger Agreement”), Stripes Holdings acquired all of the outstanding membership interests of Susser Holdings;

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 2nd, 2007 • Susser Holdings CORP • Retail-convenience stores • Delaware

This Second Amended and Restated Limited Liability Company Agreement of Stripes Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of this 24th day of October, 2006 (this “Agreement”), by Susser Holdings Corporation, a Delaware corporation (“HoldCo” or “Sole Member”), and each other Person who at any time becomes a member of the Company (a “Member”) in accordance with the terms of this Agreement and the Act.

REGISTRATION RIGHTS AGREEMENT SUSSER HOLDINGS CORPORATION Dated as of October 24, 2006
Registration Rights Agreement • April 2nd, 2007 • Susser Holdings CORP • Retail-convenience stores

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated October 24, 2006, is entered into by and among Susser Holdings Corporation, a Delaware corporation (the “Company”), Stripes Holdings, L.P., a Delaware limited partnership (“Stripes LP”), Wellspring Capital Partners III, L.P., a Delaware limited partnership (“Wellspring” and, together with Stripes LP, the “Wellspring Parties”), Sam L. Susser (“Susser”) and the other persons or entities listed on Exhibit A attached hereto (together with Susser, the “Susser Parties”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 2nd, 2007 • Susser Holdings CORP • Retail-convenience stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2006 (this “Agreement”), is among Susser Holdings Corporation, a Delaware corporation (the “Company”) and Stripes Investment Corp., a Delaware corporation (“Blocker Corp.”).

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