amongRecapitalization Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
Exhibit 10.23 NORTHWEST BIOTHERAPEUTICS AMENDED AND RESTATED RECAPITALIZATION AGREEMENT This AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (this "AGREEMENT") is made by and between NORTHWEST BIOTHERAPEUTICS, INC., and its affiliates, if any...Recapitalization Agreement • April 18th, 2006 • Northwest Biotherapeutics Inc • Pharmaceutical preparations • Delaware
RECITALSRecapitalization Agreement • May 23rd, 2002 • Bank One Corp • National commercial banks • Delaware
EXECUTION VERSION NORTHWEST BIOTHERAPEUTICS AMENDED AND RESTATED RECAPITALIZATION AGREEMENT This AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (this "AGREEMENT") is made by and between NORTHWEST BIOTHERAPEUTICS, INC., and its affiliates, if any...Recapitalization Agreement • August 6th, 2004 • Northwest Biotherapeutics Inc • Pharmaceutical preparations • Delaware
RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 8th, 2008 • New Leaf Ventures II, L.P. • Electromedical & electrotherapeutic apparatus • New York
RECAPITALIZATION AGREEMENT, made this 20th day of June, 2008 (this “Agreement”), among World Heart Corporation (the “Company”), World Heart Inc. (“WHI”), ABIOMED, Inc. (“Abiomed”), Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, “Venrock”), Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. (collectively, “SSF”) and the investors, mutually agreed upon by Venrock and SSF, such approval not to be unreasonably withheld, delayed or conditioned, who become party hereto after the date of this Agreement by executing and delivering a counterpart of the Joinder Agreement attached hereto as Exhibit A. SSF, Venrock and such investors are hereinafter referred to collectively as the “Investors” and individually as an “Investor”.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 15th, 2002 • Darling International Inc • Fats & oils • Delaware
EX-10.16 5 d889740dex1016.htm EX-10.16 RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 5th, 2020 • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of November 19, 2014, is entered into by and among The Habit Restaurants, Inc., a Delaware corporation (“Habit”), The Habit Restaurants, LLC, a Delaware limited liability company (“Habit LLC”), and the Unit-holders of Habit LLC listed on the signature page hereto. The parties hereto are collectively referred to herein as the “Parties”.
Exhibit 2-1 RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 11th, 1999 • Allotech International Inc • New York
1 EXHIBIT 2.1 RECAPITALIZATION AGREEMENT DATED AS OF MARCH 31, 2000Recapitalization Agreement • April 12th, 2000 • Huntsman Packaging Corp • Plastics, foil & coated paper bags • New York
ContractRecapitalization Agreement • May 5th, 2020 • Delaware
EX-10.1 2 slhexhibit101recapitalizat.htm RECAPITALIZATION AGREEMENT EXECUTION VERSION RECAPITALIZATION AGREEMENT by and among CLAIMS SERVICES GROUP, INC., WCAS SRS CO-INVESTMENT, L.P., WCAS SRS HOLDINGS, INC., SERVICE REPAIR SOLUTIONS, INC., WELSH, CARSON, ANDERSON & STOWE XI, L.P. and, solely for the purposes of Section 7.14, SOLERA HOLDINGS, INC. MADE AND ENTERED INTO AS OF OCTOBER 3, 2013 K&E NY: 29592290.2 TABLE OF CONTENTS Page ARTICLE I THE CLOSING AND VARIOUS DELIVERIES 2 1.1 Closing 2 1.2 Closing Transactions 3 1.3 Various Deliveries 3 1.4 The Newco Exchange 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES 5 2.1 Organization of the Seller Parties 5 2.2 Capital Structure of the Company 6 2.3 Subsidiaries 7 2.4 Authority 8 2.5 No Conflict 8 2.6 Governmental Consents 9 2.7 No Changes 9 2.8 Brokers’ Fees 9 2.9 Transactions with Affiliates 9 2.10 No Newco Operations 10 2.11 Exclusivity of Representations 10 ARTICLE III REPRESENTATION AND WARRANTIES OF SOLERA 10 3.1
AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 31st, 2006 • Warrior Energy Services CORP • Oil & gas field services, nec
This Amendment No. 1 is entered into between Warrior Energy Services Corporation (formerly Black Warrior Wireline Corp.), a Delaware corporation (the “Company”) and SJMB, L.P., a Delaware limited partnership (the “Holder”).
EXHIBIT 2 RECAPITALIZATION AGREEMENTRecapitalization Agreement • December 27th, 2000 • Mascotech Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.1 CONFORMED COPY RECAPITALIZATION AGREEMENTRecapitalization Agreement • September 25th, 1997 • Air & Water Technologies Corp • Services-engineering services • New York
EX-10.1 2 y36906exv10w1.htm EX-10.1: RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 5th, 2020 • Delaware
Exhibit 10.1 RECAPITALIZATION AGREEMENT This RECAPITALIZATION AGREEMENT (this “Agreement”), dated as of June 29, 2007, is made between HAIGHTS CROSS COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and the parties listed on Schedule I hereto (the “Investors”). WITNESSETH: WHEREAS, certain of the undersigned Investors (the “Series A/Common Investors”) hold the shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), as set forth opposite their respective names under the column “Series A Preferred Stock” on Schedule I hereto; WHEREAS, certain of the undersigned Investors (the “Series B Investors” and collectively with the Series A/Common Investors, the “Investors”) hold the shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), as set forth opposite their respective names under
AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • October 1st, 2013 • Barracuda Networks Inc • Computer peripheral equipment, nec • Delaware
THIS AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENT (this “Amendment”), is made as of October 3, 2012 by and among Barracuda Networks, Inc., a Delaware corporation (the “Company”), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the “Investors” and individually as an “Investor”), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the “Selling Stockholders” and individually as a “Selling Stockholder”).
RECAPITALIZATION AGREEMENT By and Among VIASPACE INC., VIASPACE GREEN ENERGY INC. AND CERTAIN OTHER PARTIES Dated as of September 30, 2012 RECAPITALIZATION AGREEMENTRecapitalization Agreement • October 5th, 2012 • VIASPACE Inc. • Services-mailing, reproduction, commercial art & photography • Georgia
THIS RECAPITALIZATION AGREEMENT (the “Agreement”) is made effective as of September 30, 2012 (the “Effective Date”), by and among VIASPACE Inc., a Nevada corporation (the “VIASPACE”), VIASPACE Green Energy Inc., a British Virgin Islands corporation (“VGE”), and certain other parties who are signatories to this Agreement (collectively, with VIASPACE and VGE, the “Signatories”). Except as otherwise provided in this Agreement, capitalized terms and phrases shall have the meaning ascribed thereto in Section 1 hereof.
RECAPITALIZATION AGREEMENT AGREEMENT (this "Agreement") made as of this 2nd day of October, 2003 by and among DELAWARE 1851 ASSOCIATES, LP, a Pennsylvania limited partnership (the "Partnership"), INDENTURE OF TRUST OF BART BLATSTEIN DATED AS OF JUNE...Recapitalization Agreement • March 15th, 2005 • Cedar Shopping Centers Inc • Real estate investment trusts • Pennsylvania
AMENDMENT NO. 2 TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 5th, 2020
AMENDMENT NO. 2, dated as of April 21, 2005 (this “Amendment”), to the Recapitalization Agreement, effective as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P., Deltek Systems, Inc. (“Deltek”), the holders of all outstanding shares of stock of Deltek and Kenneth E. deLaski, in his capacity as Shareholders’ Representative, as amended (the “Agreement”).
RECAPITALIZATION AGREEMENT dated as of May 9, 2007 BETWEEN GLOBAL CROSSING LIMITED AND STT CROSSING LTD.Recapitalization Agreement • June 7th, 2007 • Global Crossing LTD • Telephone communications (no radiotelephone) • New York
WARRANT AGREEMENT dated as of , 2007 between Global Crossing Limited, a company organized under the laws of Bermuda (the “Company”), on the one hand, and STT Crossing Ltd, a company organized under the laws of Mauritius (“STT Crossing”), on the other hand.
May 23, 2006 To the undersigned partiesRecapitalization Agreement • June 1st, 2006 • Castlewood Holdings LTD • Investors, nec
Reference is made to the transactions contemplated by (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 23, 2006, among Castlewood Holdings Limited, a Bermuda company (“Castlewood”), The Enstar Group, Inc., a Georgia corporation (“Enstar”) and CWMS Subsidiary Corp., a Georgia corporation and (ii) the Recapitalization Agreement (the “Recapitalization Agreement”), dated as of May 23, 2006, among Castlewood, Enstar and the other parties named on the signature pages thereto. Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement or if not so defined in the Merger Agreement, the Recapitalization Agreement.
EX-10.11 6 dex1011.htm RECAPITALIZATION AGREEMENT RECAPITALIZATION AGREEMENT by and among SPIRIT AIRLINES, INC., POF SPIRIT FOREIGN HOLDINGS, OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. OCM SPIRIT HOLDINGS,...Recapitalization Agreement • May 5th, 2020 • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of September 17, 2010, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”); POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“POF Spirit”); OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”); OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”); OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”); OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”); Indigo Florida L.P., a Cayman Islands exempt limited partnership, Indigo Miramar LLC, a Delaware limited liability company and Indigo Partners LLC, a Delaware limited liability company (collectively, the “Indigo Equit
EX-99.1 2 dex991.htm RECAPITALIZATION AGREEMENT RECAPITALIZATION AGREEMENT AS OF MARCH 19, 2008 Page ATTACHMENTS Disclosure Schedule Schedule I Individuals Required To Sign Non-competition, Non-solicitation, Confidentiality and Assignment of Invention...Recapitalization Agreement • May 5th, 2020 • Massachusetts
THIS RECAPITALIZATION AGREEMENT (this “Agreement”), dated as of the 19th day of March, 2008, is entered into by and among Boston Private Financial Holdings, Inc., a Massachusetts corporation (“BPFH”), Westfield Capital Management Company, LLC, a Delaware limited liability company (“Westfield LLC”), Westfield Capital Management Company, L.P., a Delaware limited partnership (“Westfield LP”), WMS Management LLC, a Delaware limited liability company (“WMS Management”), and WMS General Partner LLC (“WMS General Partner” and, together with WMS Management, the “WMS Entities”). The foregoing parties to this Agreement are each a “Party” and collectively, the “Parties.”
BY AND AMONGRecapitalization Agreement • May 15th, 2001 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
RECAPITALIZATION AGREEMENT dated as of November 13, 2014 by and among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P.,...Recapitalization Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of November 13, 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the “Company”); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”); VX Holdings, L.P., a Delaware limited partnership (“VXH”); VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL” and together with VXH, VML and VXH, the “Virgin Group”); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (“CSOM”); CYR Fund, L.P., a Delaware limited partnership (“CYR”); Crescent 1, L.P., a Delaware limited partnership (“Crescent”); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (“COM”); Cyrus Aviation Investor, LLC (“Investor LLC”); Cyrus Aviation Partners III, L.P., a Delaware limi
RECAPITALIZATION AGREEMENTRecapitalization Agreement • April 3rd, 2017 • iMedicor • Services-prepackaged software • Nevada
RECAPITIALIZATION AGREEMENT (this "Agreement"), dated as of November 1, 2016, among iMEDICOR, Inc., a Nevada corporation formerly known as Vemics, Inc. (the "Company"), and those persons who are signatories of this Agreement and who are owners of record of shares of the capital stock of the Company (the "Stockholders") and/or the holders (the "Convertible Debt Holders") of indebtedness convertible into shares of capital stock of the Company (the "Convertible Debt").
RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Recapitalization Agreement (this “Agreement”) is entered into as of March 21, 2012, by and among (i) Vantiv, Inc., a Delaware corporation (“Vantiv”), (ii) Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), (iii) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“FTB”), (iv) FTPS Partners, LLC, a Delaware limited liability company and affiliate of FTB (“FTPS Partners”), (v) JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”), and (vi) each of the stockholders of Vantiv set forth on Exhibit A hereto (each, an “Existing Stockholder” and, collectively, the “Existing Stockholders”). Each of the parties to this Agreement is referred to herein as a “Party” or, collectively, the “Parties.” Certain capitalized terms are defined in Section 5.1.
AMENDMENT TO THE RECAPITALIZATION AGREEMENTRecapitalization Agreement • November 6th, 2006 • Corautus Genetics Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT TO THE RECAPITALIZATION AGREEMENT (“Amendment”) made as of the 31st day of October, 2006, by and between CORAUTUS GENETICS INC., a Delaware corporation (the “Company”) and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Exchangor”).
RECITALS:Recapitalization Agreement • December 15th, 2004 • Feldman Mall Properties, Inc. • Real estate investment trusts • Delaware
RECAPITALIZATION AGREEMENTRecapitalization Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (“PetIQ Corporation”), PetIQ Holdings, LLC, a Delaware limited liability company (“PetIQ LLC”), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the “Parties.”
RECAPITALIZATION AGREEMENTRecapitalization Agreement • January 13th, 2009 • Ep Global Communications Inc • Air transportation, scheduled • New York
This Recapitalization Agreement (this “Agreement”) is entered into as of the 14th day of November, 2008, by and among EP Global Communications, Inc., a Delaware corporation (the “Company”), and each of the holders listed on the schedules hereto (each, a “Holder” and, collectively, the “Holders”), with reference to the following facts:
Recapitalization Agreement dated as of September , 2006 relating to Ascent Energy Inc. and South Louisiana Property Holdings, Inc.Recapitalization Agreement • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • New York
This Recapitalization Agreement (this “Agreement”), dated as of September , 2006, is entered into by and among Ascent Energy Inc., a Delaware corporation (the “Company”); South Louisiana Property Holdings, Inc., a Louisiana corporation (the “Parent”); the holders of the Company’s outstanding 16% Senior Notes (the “Senior Notes”) due February 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than February 1, 2015)) listed on Exhibit A hereto (collectively, the “Senior Noteholders”); the holders of the Company’s outstanding 11 3/4% Senior Subordinated Notes due May 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than May 1, 2015)) (the “Senior Subordinated Notes”) listed on Exhibit B hereto who execute this Agreement (collectively, the “Senior Subordinated Noteholders”); the holders of outstanding shares of the Company’s 8% Series A Preferred
RECAPITALIZATION AGREEMENT dated as of April 24, 2003 among Commonwealth Telephone Enterprises, Inc. Eldorado Equity Holdings, Inc. and Level 3 Communications, Inc.Recapitalization Agreement • April 25th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
AGREEMENT dated as of April 24, 2003 among Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the “Company”), Level 3 Communications, Inc., a Delaware corporation (“Shareholder Parent”), and Eldorado Equity Holdings, Inc., a Delaware corporation (“Shareholder”).
AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT by and among SPIRIT AIRLINES, INC., POF SPIRIT FOREIGN HOLDINGS, OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. OCM SPIRIT HOLDINGS, LLC, OCM SPIRIT HOLDINGS II, LLC,...Recapitalization Agreement • June 1st, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • Delaware
THIS AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT (this “Amendment” or “Agreement”) is dated as of May 25, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the “Company”); the Indigo Equityholders and the Oaktree Equityholders for the purpose of implementing an amendment to that certain Recapitalization Agreement (the “Recapitalization Agreement”), dated as of September 17, 2010, by and among the Company, POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“POF Spirit”); OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”); OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”); OCM Spirit Holdings III, LLC, a Delaware limited liability company (“Holdings III”); OCM Spirit Holdings III-A, LLC, a Delawar
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec • New York
This RECAPITALIZATION AGREEMENT, dated March , 2008 (this “Agreement) is an amendment to the Securities Purchase Agreement, dated as of October 31, 2005, as amended prior to the date hereof (as amended, the “SPA”), among SendTec Acquisition Corp., a Delaware corporation (“STAC”), SendTec, Inc. (formerly known as RelationServe Media, Inc.), a Delaware corporation (the “Company”), each Holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Holders (together with its successors and assigns in such capacity, the “Agent”).
AMENDMENT TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 22nd, 2008 • Sendtec, Inc. • Communications services, nec • New York
THIS AMENDMENT TO RECAPITALIZATION AGREEMENT (the “Amendment”) is dated as of August 22, 2008, among SendTec Acquisition Corp., a Delaware corporation (“STAC”), SendTec, Inc. (formerly known as RelationServe Media, Inc.), a Delaware corporation (the “Company”), each Holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Holders (together with its successors and assigns in such capacity, the “Agent”).
