0001193125-13-382601 Sample Contracts

AMENDMENT NO 2 TO THE ROLLOVER AND EQUITY FINANCING COMMITMENT LETTER
Rollover and Equity Financing Commitment Letter • September 27th, 2013 • Dell Inc • Electronic computers

THIS AMENDMENT NO. 2 TO THE ROLLOVER AND EQUITY FINANCING COMMITMENT LETTER, dated as of September 23, 2013 (this “Amendment”), is entered into by and among Denali Holding Inc., a Delaware corporation (“Parent”), Michael S. Dell and the Susan Lieberman Dell Separate Property Trust (collectively, the “MD Investors”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings ascribed to them in the Rollover and Equity Financing Commitment Letter, dated as of February 5, 2013, as amended on August 2, 2013, by and between Parent and the MD Investors (the “Rollover and Equity Financing Commitment Letter”).

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AMENDMENT NO 2 TO THE EQUITY FINANCING COMMITMENT LETTER
Equity Financing Commitment Letter • September 27th, 2013 • Dell Inc • Electronic computers

THIS AMENDMENT NO. 2 TO THE EQUITY FINANCING COMMITMENT LETTER, dated as of September 23, 2013 (this “Amendment”), is entered into by and among Denali Holding Inc., a Delaware corporation (“Parent”), Silver Lake Partners III, L.P., a Delaware limited partnership, and Silver Lake Partners IV, L.P., a Delaware limited partnership (collectively, the “Equity Investors”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings ascribed to them in the Equity Financing Commitment Letter, dated as of February 5, 2013, as amended on August 2, 2013, by and between Parent and the Equity Investors (the “Equity Financing Commitment Letter”).

Amendment No. 2 to the Interim Investors Agreement
Interim Investors Agreement • September 27th, 2013 • Dell Inc • Electronic computers

This AMENDMENT NO. 2, dated as of September 23, 2013 (this “Amendment”), amends that certain INTERIM INVESTORS AGREEMENT, dated as of February 5, 2013, as amended on August 2, 2013, by and among Denali Holding Inc., a Delaware corporation (“Parent”), Michael S. Dell (“MD”) and Susan Lieberman Dell Separate Property Trust (together with MD, the “MD Investors”), MSDC Management, L.P., a Delaware limited partnership (together with its affiliated investment funds, “MSDC Investor”), Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”) and Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”, and together with SLP III and SLP IV, the “Equity Investors”, and together with the SLP III, SLP IV, the MD Investors and the MSDC Investor, the “Investors”) and, for purposes of Sections 2.7.2, 2.12.2, 2.12.6, 2.20 and Article III therein only, Michael S. Dell 2009 Gift Trus

AMENDMENT NO 2 TO THE EQUITY FINANCING COMMITMENT LETTER
Equity Financing Commitment Letter • September 27th, 2013 • Dell Inc • Electronic computers

THIS AMENDMENT NO. 2 TO THE EQUITY FINANCING COMMITMENT LETTER, dated as of September 23, 2013 (this “Amendment”), is entered into by and among Denali Holding Inc., a Delaware corporation (“Parent”) and MSDC Management L.P., a Delaware limited partnership (together with its affiliated investment funds, the “MSDC Investor”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings ascribed to them in the Equity Financing Commitment Letter, dated as of February 5, 2013, as amended on August 2, 2013, by and between Parent and the MSDC Investor (the “Equity Financing Commitment Letter”).

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