Management Shareholders’ Agreement Sample Contracts

DATED AS OF
Management Shareholders' Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
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Standard Contracts

Intelsat Global, Ltd.
Management Shareholders Agreement • May 12th, 2009 • Intelsat LTD • Communications services, nec • New York

Reference is made to (i) that certain Management Shareholders Agreement (the “Management Shareholders Agreement”) of Intelsat Global, Ltd. (formerly known as Serafina Holdings Limited, the “Company”), effective as of February 4, 2008, by and among the Company, the “Sponsor Shareholders” as defined therein, and each of the individual shareholders who become parties thereto from time to time (each individually, a “Management Shareholder,” and collectively, the “Management Shareholders,” and together with the Sponsor Shareholders, the “Shareholders” and each a “Shareholder”) (ii) that certain Employment Agreement (the “Employment Agreement”) effective as of February 4, 2008 by and between you and the Company, (iii) that certain Class A Restricted Share Agreement executed on May 6, 2009 by you and the Company (the “Class A Restricted Share Agreement”), (iv) that certain Share Option Agreement dated as of May 6, 2009 by and between you and the Company (the “Option Agreement”) and (v) that c

EX-10.23 16 dex1023.htm FORM OF MANAGEMENT SHAREHOLDERS AGREEMENT MANAGEMENT SHAREHOLDERS AGREEMENT by and among Avago Technologies Limited, Bali Investments S.a.r.l., a Luxembourg company and «Name» Dated as of December 1, 2005
Management Shareholders Agreement • May 5th, 2020

This Management Shareholders Agreement (this “Agreement”) is entered into effective as of December 1, 2005 by and between Avago Technologies Limited, (the “Company”), Bali Investments S.a.r.l., a Luxembourg company (“Luxco”) and «Name» (the “Purchaser”) (being hereinafter collectively referred to as the “Parties”).

EX-10.11 12 dex1011.htm MANAGEMENT SHAREHOLDERS AGREEMENT OF INTELSAT GLOBAL, LTD. MANAGEMENT SHAREHOLDERS AGREEMENT OF INTELSAT GLOBAL, LTD.
Management Shareholders Agreement • May 5th, 2020 • New York

This Management Shareholders Agreement (“Agreement”), entered into on May 6, 2009, and effective as of February 4, 2008 (the “Effective Date”), by and among Intelsat Global, Ltd. (formerly known as Serafina Holdings Limited), a Bermuda exempted company (the “Company”), the sponsor shareholders, as defined in Section 16 hereof (the “Sponsor Shareholders”), and each of the individual shareholders who become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Shareholder,” and collectively, the “Management Shareholders,” and together with the Sponsor Shareholders, the “Shareholders” and each a “Shareholder”). These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.”

EX-4.12 4 dex412.htm FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT SHAREHOLDERS AGREEMENT FIRST AMENDMENT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • May 5th, 2020

WHEREAS, certain of the undersigned parties to this amendment (this “Amendment”) are parties to that certain Management Shareholders Agreement, dated March 28, 2005 (the “Shareholders Agreement”), by and among Warner Chilcott Limited (formerly known as “Warner Chilcott Holdings Company, Limited”), an exempted Bermuda limited company (“Warner Chilcott”). Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company (“Warner III” and, together with Warner Chilcott and Warner II, the “Companies”), the Management Shareholders and the Sponsors;

MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • May 5th, 2020 • Delaware

This Management Shareholders Agreement ("the Agreement") is entered into this 16th day of August, 2007 by and between Freedom Financial Group, Inc., a Delaware corporation (the "Corporation"), and the following members of management: Jerald L. Fenstermaker ("Fenstermaker") and Dan Graham ("Graham") (collectively the "Management Shareholders").

EX-10.14 5 d212507dex1014.htm FORM OF MANAGEMENT SHAREHOLDERS' AGREEMENT FORM OF MANAGEMENT SHAREHOLDERS’ AGREEMENT
Management Shareholders' Agreement • May 5th, 2020 • New York

This MANAGEMENT SHAREHOLDERS’ AGREEMENT (the “Agreement”) is dated as of , 2012, by and among NDS Group Holdings Limited, a company organized under the laws of Bermuda (the “Company”), the persons listed on Schedule 1 (such persons, collectively, the “Management Shareholders” and each, individually, a “Management Shareholder”), NDS Group Limited, a company organized under the laws of England and Wales (“NDS Group Limited”), and, for the limited purposes of Article IV hereof, Chizen Family Investment Partnership L.P. (“Chizen Family Investment”), Nuclobel Lux 1 S.àr.l., a private limited company (société à responsabilité limitée) incorporated in Luxembourg (“Nuclobel 1”), Nuclobel Lux 2 S.àr.l., a private limited company (société à responsabilité limitée) incorporated in Luxembourg (“Nuclobel 2”), News Corporation, a Delaware corporation (“News Corporation”), and NDS Holdco Inc. (“NDS Holdco” and together with News Corporation, Nuclobel 1 and Nuclobel 2, the “Investors”). The Company, N

Intelsat Global S.A. RCS Luxembourg B149927 Intelsat Global Holdings S.A. RCS Luxembourg B162135 4, rue Albert Borschette
Management Shareholders Agreement • April 5th, 2012 • Intelsat S.A. • Communications services, nec • New York

Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “Management Shareholders Agreement”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“Intelsat Global”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “Letter Agreement”), by and between Intelsat Global and you and your affiliated trust set forth on the signature pages hereto (the “Trust”). Capitalized terms used and not otherwise defined in this letter agreement (this “Amendment”) shall have the respective meanings given them in the Management Shareholders Agreement.

Intelsat Global S.A. RCS Luxembourg B149927 Intelsat Global Holdings S.A. RCS Luxembourg B162135 4, rue Albert Borschette
Management Shareholders Agreement • April 5th, 2012 • Intelsat S.A. • Communications services, nec • New York

Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “Management Shareholders Agreement”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“Intelsat Global”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “Letter Agreement”), by and between Intelsat Global and you and your affiliated trusts set forth on the signature pages hereto (collectively, the “Trusts”). Capitalized terms used and not otherwise defined in this letter agreement (this “Amendment”) shall have the respective meanings given them in the Management Shareholders Agreement.

AMENDMENT NO. 3 TO MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York

This Amendment No. 3 to the Management Shareholders Agreement (this “Amendment”) is made as of April 23, 2013, by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), Serafina S.A., SLP III Investment Holding S.à r.l. (together with Serafina S.A., the “Sponsor Shareholders”) and the Management Shareholders party hereto, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008.

MANAGEMENT SHAREHOLDERS AGREEMENT DATED AS OF MARCH 28, 2005 AMONG WARNER CHILCOTT HOLDINGS COMPANY, LIMITED WARNER CHILCOTT HOLDINGS COMPANY II, LIMITED WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED THE MANAGEMENT SHAREHOLDERS PARTY HERETO AND THE...
Management Shareholders Agreement • July 18th, 2005 • Warner Chilcott CORP

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations with respect to the ownership by the Management Shareholders of Group Equity Securities.

AMENDMENT NO. 3 TO MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • April 2nd, 2013 • Intelsat Global Holdings S.A. • Communications services, nec • New York

This Amendment No. 3 to the Management Shareholders Agreement (this “Amendment”) is made as of [ ], 2013, by and among Intelsat S.A. (f/k/a Intelsat Global Holdings S.A.), a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”), Serafina S.A., SLP III Investment Holding S.à r.l. (together with Serafina S.A., the “Sponsor Shareholders”) and the Management Shareholders party hereto, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008.

SECOND AMENDMENT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York

WHEREAS, each of the undersigned is a party to that certain Management Shareholders Agreement, dated March 28, 2005, as amended by the First Amendment to the Management Shareholders Agreement, dated September 17, 2007 (the “Management Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company (“Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein;

AGREEMENT AMONG CERTAIN MANAGEMENT SHAREHOLDERS
Management Shareholders Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

THIS AGREEMENT (the “Agreement”) is made as of this 8th day of April, 2005 (the “Agreement Date”) by and among Kenexa Corporation, a Pennsylvania corporation (the “Company”), Nooruddin Karsan (“Karsan”), Eliot Chack (“Chack”), Troy Kanter (“Kanter”), P. Grant Parker (“Parker”), Donald F. Volk (“Volk”) and Bill Erickson (“Erickson” together with Karsan, Chack, Kanter, Parker and Volk, the “Management Shareholders”).

TERMINATION OF THE MANAGEMENT SHAREHOLDERS AGREEMENT
Management Shareholders Agreement • November 9th, 2012 • Warner Chilcott PLC • Pharmaceutical preparations • New York

WHEREAS, each of the undersigned is a party to that certain Management Shareholders Agreement, dated March 28, 2005, as amended by the First Amendment to the Management Shareholders Agreement, dated September 17, 2007, the Second Amendment to the Management Shareholders Agreement, dated August 20, 2009, and the Third Amendment to the Management Shareholders Agreement, dated January 29, 2010 (the “Management Shareholders Agreement”), by and between Warner Chilcott plc, an Irish public limited company (“Warner plc”), Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company, Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company, Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company and certain other persons named therein;

Intelsat Global S.A. RCS Luxembourg B149927 Intelsat Global Holdings S.A. RCS Luxembourg B162135 4, rue Albert Borschette
Management Shareholders Agreement • April 5th, 2012 • Intelsat S.A. • Communications services, nec • New York

Reference is made to (i) that certain Management Shareholders Agreement (as amended from time to time, the “Management Shareholders Agreement”) of Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.) (“Intelsat Global”), effective as of February 4, 2008, by and among Intelsat Global, the Sponsor Shareholders (as defined in the Management Shareholders Agreement) and each of the individual shareholders who become parties thereto from time to time and (ii) that certain letter agreement, dated May 6, 2009 (as amended, modified or supplemented, the “Letter Agreement”), by and between Intelsat Global and you and your affiliated trusts set forth on the signature pages hereto (collectively, the “Trusts”). Capitalized terms used and not otherwise defined in this letter agreement (this “Amendment”) shall have the respective meanings given them in the Management Shareholders Agreement.

AMENDMENT NO. 2 TO MANAGEMENT SHAREHOLDERS AGREEMENT AND ASSIGNMENT
Management Shareholders Agreement • April 5th, 2012 • Intelsat S.A. • Communications services, nec • New York

This Amendment No. 2 to the Management Shareholders Agreement (this “Amendment”) is made as of March 30, 2012, for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Initial Agreement”), dated as of May 6, 2009 and effective as of February 4, 2008, by and among Intelsat Global S.A. (f/k/a/ Intelsat Global, Ltd.), a Luxembourg société anonyme, RCS Luxembourg B149927 (“Intelsat Global”), the Affiliates of the BC Investor (as defined below) signatory hereto (the “Former BC Shareholders”), the Affiliates of Silver Lake (as defined below) signatory hereto (the “Former Silver Lake Shareholders”) and the Management Shareholders (as defined in the Initial Agreement).

MANAGEMENT SHAREHOLDERS AGREEMENT DEED OF AMENDMENT
Management Shareholders Agreement • August 31st, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation

Reference is made to the management shareholders agreement dated 16 January 2020 between Global Blue Holding LP, SL Globetrotter LP, Jacques Stern (in his capacity as Management Representative), Global Blue Group Holding AG and the Partners Group entities set out therein (as amended from time to time) (the “MSHA”).

AMENDMENT TO MANAGEMENT SHAREHOLDERS AGREEMENT OF INTELSAT GLOBAL, LTD.
Management Shareholders Agreement • March 10th, 2010 • Intelsat S.A. • Communications services, nec

This Amendment to the Management Shareholders Agreement of Intelsat Global, Ltd. (this “Amendment) is entered into as of December 7, 2009, effective as of December 15, 2009 (the “Effective Date”), for the purpose of amending the Management Shareholders Agreement (as amended from time to time, the “Agreement”) dated as of May 6, 2009, by and among Intelsat Global, Ltd., a Bermuda exempted company (the “Company”), the Sponsor Shareholders (as defined in the Agreement) and the Management Shareholders (as defined in the Agreement).

RECITALS
Management Shareholders Agreement • November 6th, 1996 • Prosource Inc • Wholesale-groceries, general line • Delaware
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AMENDMENT TO MANAGEMENT SHAREHOLDERS’ AGREEMENT
Management Shareholders’ Agreement • January 12th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance

WHEREAS, United America Indemnity, Ltd. (the “Company”), formerly Vigilant International, Ltd., a Cayman Islands exempted company formed with limited liability, is party to a management shareholders’ agreement dated September 5, 2003 (the “Agreement”) with U.N. Holdings (Cayman), Ltd. (the “FPC Shareholder”) and several individuals currently or formerly employed by the Company or its subsidiaries in an executive capacity (the “Management Investors”);

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