0001193125-06-260508 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 21, 2006, by and among US ONCOLOGY HOLDINGS, INC. (formerly known as Oiler Holding Company), a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS IX”), MORGAN STANLEY STRATEGIC INVESTMENTS, INC., a Delaware corporation (“Morgan Stanley”), and each of the other individuals and entities from time to time named on Schedule I hereto (together with WCAS IX and Morgan Stanley, and together with their respective Permitted Transferees and their respective successors and assigns that become a party to this Agreement in accordance with the terms hereof, each a “Stockholder” and collectively, the “Stockholders”).

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STOCK PURCHASE AGREEMENT US ONCOLOGY HOLDINGS, INC. December 21, 2006
Stock Purchase Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of the 21st day of December, 2006, by and among US Oncology Holdings, Inc., a Delaware corporation (the “Company”) and Morgan Stanley Strategic Investments, Inc. (the “Purchaser”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDED and RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2006, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS”), MORGAN STANLEY STRATEGIC INVESTMENTS, INC., a Delaware corporation (“Morgan Stanley”), and each of the other individuals and entities from time to time named on Schedule I hereto (together with WCAS and Morgan Stanley, and together with their respective successors and assigns that become a party to this Agreement in accordance with the terms hereof, each an “Investor” and collectively, the “Investors”).

Contract
US Oncology Holdings, Inc. • December 27th, 2006 • Services-hospitals • New York

AMENDMENT NO. 4 (this “Amendment”) dated as of December 21, 2006, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), US ONCOLOGY, INC., a Delaware corporation (the “Borrower”), the Subsidiary Loan Parties (as defined in the Credit Agreement (as defined below)) party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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