The Stockholders Agreement Sample Contracts

AMENDMENT TO THE STOCKHOLDERS' AGREEMENT
The Stockholders' Agreement • June 30th, 2006 • Commvault Systems Inc • Services-prepackaged software
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RECITALS
The Stockholders Agreement • November 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT AMENDMENT NO. 1
The Stockholders Agreement • October 15th, 2013 • Highland Capital Management Lp • Hotels & motels

This AMENDMENT NO. 1 (this “Amendment”) to that certain Agreement, dated as of May 29, 2013 (the “Agreement”), by and between each of the entities listed on Exhibit A thereto (each such entity and any other person who becomes bound by the Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”), is entered into as of October 11, 2013 by and between the Stockholders party hereto.

AMENDMENT NO. 4 TO THE STOCKHOLDERS AGREEMENT September 17, 2017
The Stockholders Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This Amendment No. 4 (this "Amendment") to the Stockholders Agreement among Toys "R" Us, Inc. (as successor to Toys "R" Us Holdings, Inc.), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings, LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005, as amended by Amendment No. 1, dated as of June 10, 2008 as amended by Amendment No. 2, dated as of October 14, 2015, as amended by Amendment No. 3, dated September 13, 2017 (as amended, the "Agreement") shall become effective as of the date first set forth above. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Agreement.

AMENDMENT NO. 3 TO THE STOCKHOLDERS AGREEMENT September 13, 2017
The Stockholders Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This Amendment No. 3 (this "Amendment") to the Stockholders Agreement among Toys "R" Us, Inc. (as successor to Toys "R" Us Holdings, Inc.), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings, LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005, as amended by Amendment No. 1, dated as of June 10, 2008 as amended by Amendment No. 2, dated as of October 14, 2015 (as amended, the "Agreement") shall become effective as of the date first set forth above. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Agreement.

AMENDMENT No. 2 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • March 1st, 2007 • First Advantage Corp • Services-business services, nec

This Amendment No. 2 to the Stockholders Agreement (“Stockholders Agreement”) dated December 13, 2002 by and among The First American Corporation, a California corporation, Pequot Private Equity Fund II, L.P. A Delaware limited partnership (“Pequot”) and First Advantage Corporation, a Delaware corporation (the “Company”) is hereby made effective on October 1, 2006.

WAIVER TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • February 17th, 2012 • Pilgrims Pride Corp • Poultry slaughtering and processing

THIS WAIVER effective as of December 8, 2011 (this “Waiver”), relates to that certain Stockholders Agreement, dated December 28, 2009 (the “Stockholders Agreement”), between JBS USA Holdings, Inc. (“JBS USA”) and Pilgrim's Pride Corporation (the “Reorganized Company”). All capitalized terms used in this Waiver and not otherwise defined herein, shall have the meaning given to them in the Stockholders Agreement.

AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • December 20th, 2010 • Rockwood Holdings, Inc. • Chemicals & allied products • New York

THIS AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 20, 2010, in entered into by and among Rockwood Holdings, Inc. (the “Company”), KKR 1996 Fund, L.P. (“1996 Fund”), KKR Partners II, L.P. (“KKR II”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR Partners III, L.P. (“KKR III”), KKR European Fund, Limited Partnership (“KKR European” and together with 1996 Fund, KKR II, KKR Millennium, and KKR III, the “KKR Entities”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJ Entities”). Each of the KKR Entities and the DLJ Entities are referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.

AMENDMENT NO. 4 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • September 9th, 2015 • Highland Capital Management Lp • Hotels & motels

This AMENDMENT NO. 4 (this “Amendment”) is made and entered into as of August 31, 2015, with reference to that certain Agreement, dated as of May 29, 2013 (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”), by and between each of the parties thereto (each such entity and any other person who becomes bound by the Stockholders Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”) and Barclays Bank PLC (the “Joining Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stockholders Agreement.

AMENDMENT NO. 1 TO THE STOCKHOLDERS’ AGREEMENT
The Stockholders’ Agreement • August 6th, 2010 • Emdeon Inc. • Services-business services, nec • Delaware

This Amendment No. 1 (this “Amendment”), dated as of August 5, 2010, to the Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of August 5, 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), and the Stockholders named therein, is made by and among the Company and each of the Stockholders of the Company identified on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Stockholders’ Agreement.

AMENDMENT TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • October 2nd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment

This AMENDMENT, dated as of October 2, 2017 (this “Amendment”), to the Stockholders Agreement, dated as of July 3, 2017 (the “Original Agreement”), is entered into by and between General Electric Company, a New York corporation (“GE”) and Baker Hughes, a GE company, a Delaware corporation (“BHGE”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement.

WAIVER TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • November 8th, 2010 • Pilgrims Pride Corp • Poultry slaughtering and processing

WHEREAS, based on such assurances and the determination by the Audit Committee of the Reorganized Company and the Equity Nominating Committee that the completion of the Transaction will not adversely affect, and could not be reasonably expected to adversely affect, in any material respect, the rights of the Minority Investors, as a class, and that the Transaction is in the best interest of the Company and its stockholders, including the Minority Stockholders, the Reorganized Company, acting through the Equity Nominating Committee in accordance with Section 6.21 of the Stockholders Agreement, wishes to waive the provisions of Section 2.01 of the Stockholders Agreement with regard to the Transaction.

AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT AMENDMENT NO. 2
The Stockholders Agreement • December 5th, 2013 • Highland Capital Management Lp • Hotels & motels

This AMENDMENT NO. 2 (this “Amendment”) to that certain Agreement, dated as of May 29, 2013 (the “Agreement”), by and between each of the entities listed on Exhibit A thereto (each such entity and any other person who becomes bound by the Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”), is entered into as of December 3, 2013 by and between the Stockholders party hereto.

FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • December 22nd, 2006 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

WHEREAS, Sally Beauty Holdings, Inc., a Delaware corporation (the “Company”), entered into a Stockholders Agreement, dated as of November 16, 2006 (as amended, the “Agreement”) with CDRS Acquisition LLC, a Delaware limited liability company (“CDRS”), CD&R Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership, and the other stockholders of the Company party thereto;

FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT
The Stockholders’ Agreement • February 19th, 2016 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware

This First Amendment (this “Amendment”) to the Stockholders’ Agreement is entered into as of February 12, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Parent”), the Advent Investor and the GS Investors (collectively, the “Sponsor Investors”), and constitutes an amendment to the Stockholders’ Agreement (the “Agreement”), dated as of April 30, 2012, among (i) Parent, (ii) the Stockholders and (iii) the Sponsor Investors. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NEW YORK & COMPANY, INC. AMENDMENT NO. 6 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • December 8th, 2011 • New York & Company, Inc. • Retail-women's clothing stores • Delaware

This Amendment No. 6 ("Amendment No. 6") to the Stockholders Agreement dated as of August 25, 2004, as amended from time to time (collectively, the "Stockholders Agreement"), by and among New York & Company, Inc., a Delaware corporation (the "Company") and the Stockholders named therein, is being entered into as of May 10, 2011. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT AMONG NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO
The Stockholders Agreement • January 6th, 2014 • NewPage Holdings Inc. • Paper mills

This Amendment No. 1 (this “Amendment”), dated as of January 3, 2014 to the Stockholders Agreement (the “Stockholders Agreement”), dated as of December 21, 2012, among NewPage Holdings Inc., a Delaware corporation (the “Company”) and each of the Stockholders party thereto, is entered into among the Company and those Stockholders whose name and number of shares held in the capital stock of the Company are listed on the signature pages hereto (together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stockholders Agreement.

FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT
The Stockholders’ Agreement • August 11th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

This first amendment to the Stockholders’ Agreement (the “Amendment”), dated as of August 8, 2014, is entered into by and among the Company and the Principal Stockholders.

FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • July 30th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

This FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT, dated as of May 8, 2013 (this “Amendment”), is made by and among Allison Transmission Holdings, Inc., a Delaware corporation, and each of the other signatories hereto.

SECOND AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT
The Stockholders’ Agreement • February 15th, 2017 • TransUnion • Services-consumer credit reporting, collection agencies • Delaware

This Second Amendment (this “Amendment”) to the Stockholders’ Agreement is entered into as of December 16, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), a Delaware corporation (“Parent”), the Advent Investor and the GS Investors (collectively, the “Sponsor Investors”), and constitutes an amendment to the Stockholders’ Agreement (as amended, the “Agreement”), dated as of April 30, 2012, among (i) Parent, (ii) the Stockholders and (iii) the Sponsor Investors. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

AMENDMENT No. 2 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • February 28th, 2008 • First Advantage Corp • Services-business services, nec

This Amendment No. 2 to the Stockholders Agreement (“Stockholders Agreement”) dated December 13, 2002 by and among The First American Corporation, a California corporation, Pequot Private Equity Fund II, L.P. A Delaware limited partnership (“Pequot”) and First Advantage Corporation, a Delaware corporation (the “Company”) is hereby made effective on October 1, 2006.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
The Stockholders Agreement • November 9th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (“Amendment”) is made as of November 6, 2015, by and among Truck Hero, Inc. (f/k/a TA THI Parent, Inc.) (“Company”) and the stockholders named therein (the “Stockholders”). Unless otherwise indicated herein, words and terms which are defined in the Stockholders Agreement (as defined below) shall have the same meaning where used herein.

AMENDMENT NO. 3 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • February 9th, 2007 • Leslies Poolmart Inc • Retail-retail stores, nec • Delaware

This Amendment No. 3 (this “Amendment”) to the Stockholders Agreement dated as of January 25, 2005, as amended by Amendment No. 1, dated as of October 25, 2005 (“Amendment No. 1”) and by Amendment No. 2, dated as of June 15, 2006 (“Amendment No. 2”) (as amended by Amendment No. 1 and Amendment No. 2, the “Agreement”), by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Company”), Leslie’s Holdings, Inc. (“Holdings”), GCP California Fund, L.P. (“GCP”), and the stockholders holding a majority of the Registrable Individual Shares (as defined in the Agreement) is entered into as of this 7th day of February, 2007. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT among INTERNATIONAL SECURITIES EXCHANGE, INC. and THE STOCKHOLDERS
The Stockholders Agreement • March 21st, 2005 • Porter William A • Security & commodity brokers, dealers, exchanges & services • New York

This Amendment No. 1 to the Stockholders Agreement (this “Agreement”), effective as of the Effective Date (as defined below), among International Securities Exchange, Inc., a Delaware corporation (the “Company”), and the Stockholders. Capitalized terms not defined in this Agreement have the meaning ascribed to them in the Stockholders Agreement (the “Stockholders Agreement”), dated May 31, 2002 among the Company and the Stockholders.

AMENDMENT NO. 3 TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • June 3rd, 2015 • Highland Capital Management Lp • Hotels & motels

This AMENDMENT NO. 3 (this “Amendment”) is made and entered into as of June 2, 2015, with reference to that certain Agreement, dated as of May 29, 2013 (the “Stockholders Agreement”), by and between each of the entities listed on Exhibit A thereto (each such entity and any other person who becomes bound by the Stockholders Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”), as amended. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stockholders Agreement.

AMENDMENT TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products

THIS AMENDMENT dated as of November 1, 2006 (the “Amendment”) to the Stockholders Agreement dated as of August 13, 2004 (the “Stockholders Agreement”) by and among Innophos Holdings, Inc., a Delaware corporation (the “Company”) and the other parties signatory thereto (the “Stockholders”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Stockholders Agreement.

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