Form Of Stockholders Agreement Sample Contracts

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Vine Resources Inc. – Form of Stockholders Agreement Dated as of [ ], 2017 Among Vine Resources Inc. And the Other Parties Hereto (April 10th, 2017)

This Stockholders Agreement (the Agreement) is entered into as of [ ], 2017 by and among Vine Resources Inc., a Delaware corporation (the Company), each of the other parties identified on the signature pages hereto (the Investor Parties) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (Vine Investment) and Vine Investment II LLC, a Delaware limited liability company (Vine Investment II and collectively with Vine Investment, the Vine Investment Parties).

Vine Resources Inc. – Form of Stockholders Agreement Dated as of [ ], 2017 Among Vine Resources Inc. And the Other Parties Hereto (March 27th, 2017)

This Stockholders Agreement (the Agreement) is entered into as of [ ], 2017 by and among Vine Resources Inc., a Delaware corporation (the Company), each of the other parties identified on the signature pages hereto (the Investor Parties) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (Vine Investment) and Vine Investment II LLC, a Delaware limited liability company (Vine Investment II and collectively with Vine Investment, the Vine Investment Parties).

Presidio, Inc. – Form of Stockholders Agreement (February 16th, 2017)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of [*], 2017, by and among PRESIDIO, INC., a Delaware corporation (the Corporation), and the Apollo Stockholders (as defined below) listed on Schedule A hereto.

Hamilton Lane INC – Form of Stockholders Agreement (February 14th, 2017)

This STOCKHOLDERS AGREEMENT is executed as of [__________], 2017, to be effective from and after the Effective Date, by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company ("HLA"), and (iii) the persons and entities listed on the signature pages hereto (collectively with their Affiliates, the "Class B Holders" and, individually, a "Class B Holder"); provided that if the Effective Date has not occurred on or before [__________], 2017, this Agreement shall be terminated and of no further force or effect whatsoever, without further action by any Person. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

Hamilton Lane INC – Form of Stockholders Agreement (February 1st, 2017)

This STOCKHOLDERS AGREEMENT is executed as of [__________], 2017, to be effective from and after the Effective Date, by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the " Corporation "), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (" HLA "), and (iii) the persons and entities listed on the signature pages hereto (collectively with their Affiliates, the " Class B Holders " and, individually, a " Class B Holder "); provided that if the Effective Date has not occurred on or before [__________], 2017, this Agreement shall be terminated and of no further force or effect whatsoever, without further action by any Person. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1 .

Jagged Peak Energy Inc. – Form of Stockholders Agreement (January 13th, 2017)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2017, is entered into by and among Jagged Peak Energy Inc., a Delaware corporation (the Company), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (Q-Jagged Peak), JPE Management Holdings LLC, a Delaware limited liability company (Management Holdco), and the individuals listed on the signature pages hereto under the heading Management (collectively, Management and, together with Q-Jagged Peak and Management Holdco, the Principal Stockholders).

Hamilton Lane INC – Form of Stockholders Agreement (December 29th, 2016)

This STOCKHOLDERS AGREEMENT, dated and effective as of the Effective Date, is entered into by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company ("HLA"), and (iii) the persons and entities listed on Schedule 1 attached hereto (together with their Affiliates, collectively, the "Class B Holders"). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

Keane Group, Inc. – FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG KEANE GROUP, INC. AND HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO Dated as of , 201 (December 14th, 2016)

This Stockholders Agreement (the Agreement) is made, entered into and effective as of , 201 (the Effective Date), by and between Keane Investor Holdings, LLC, a Delaware limited liability company (Investor Holdco) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the Company).

WildHorse Resource Development Corp – Form of Stockholders Agreement (November 18th, 2016)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2016, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), WildHorse Holdings, LLC, a Delaware limited liability company (WildHorse Holdings), Esquisto Holdings, LLC, a Delaware limited liability company (Esquisto Holdings) and WHE AcqCo Holdings, LLC, a Delaware limited liability company (Acquisition Holdings and together with WildHorse Holdings and Esquisto Holdings, the Principal Stockholders).

Hilton Worldwide, Inc. – Form of Stockholders Agreement Dated as of [*] Among Park Hotels & Resorts Inc. And the Other Parties Hereto (November 14th, 2016)

This Stockholders Agreement is entered into as of , 2016 by and among Park Hotels & Resorts Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (the Investor Parties).

RSP Permian, Inc. – Form of Stockholders Agreement (October 13th, 2016)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2016, is entered into by and among RSP Permian, Inc., a Delaware corporation (the Company), and Kayne Anderson Capital Advisors, LP, a California limited partnership (Kayne Anderson).

RSP Permian, Inc. – Form of Stockholders Agreement (October 13th, 2016)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2016, is entered into by and among RSP Permian, Inc., a Delaware corporation (the Company), and Kayne Anderson Capital Advisors, LP, a California limited partnership (Kayne Anderson).

Atkore International Group Inc. – FORM OF STOCKHOLDERS AGREEMENT of ATKORE INTERNATIONAL GROUP INC. Dated as of [*], 2016 (May 5th, 2016)

THIS STOCKHOLDERS AGREEMENT is entered into as of [*], 2016, by and among Atkore International Group Inc., a Delaware corporation (and any successor in interest thereto, the "Company"), CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the "CD&R Investor") and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a "Stockholder" and collectively, the "Stockholders"). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

ADS Waste Holdings, Inc. – Form of Stockholders Agreement Among Advanced Disposal Services, Inc., Star Atlantic Waste Holdings, L.P. And Btg Pactual Gp Management Ltd. (January 20th, 2016)

This Stockholders Agreement is entered into as of [*], 2016 by and among Advances Disposal Services, Inc., a Delaware corporation (the "Company"), Star Atlantic Waste Holdings, L.P. ("Star Atlantic") its affiliates and subsidiaries and its and their successors and assigns and BTG Pactual GP Management Ltd., its affiliates and subsidiaries and its and their successors and assigns (collectively, "BTG").

Albertsons Companies, Inc. – FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG ALBERTSONS COMPANIES, INC. AND HOLDERS OF STOCK OF ALBERTSONS COMPANIES, INC. SIGNATORY HERETO Dated as of [*] (September 25th, 2015)

This Stockholders Agreement (the Agreement) is made, entered into and effective as of [], 2015, by and between Albertsons Investor Holdings, LLC, a Delaware limited liability company (Investor Holdco), Albertsons Management Holdco, LLC, a Delaware limited liability company (Management Holdco), KRS ABS, LLC, a Delaware limited liability company (KRS), KRS AB Acquisition, LLC, Delaware limited liability company (together with KRS, Kimco, and collectively with Investor Holdco and Management Holdco, the ABS Control Group) and Albertsons Companies, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the Company).

Albertsons Companies, Inc. – FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG ALBERTSONS COMPANIES, INC. AND HOLDERS OF STOCK OF ALBERTSONS COMPANIES, INC. SIGNATORY HERETO Dated as of [*] (August 26th, 2015)

This Stockholders Agreement (the Agreement) is made, entered into and effective as of [], 2015, by and between Albertsons Investor Holdings, LLC, a Delaware limited liability company (Investor Holdco), Albertsons Management Holdco, LLC, a Delaware limited liability company (Management Holdco), KRS ABS, LLC, a Delaware limited liability company (KRS), KRS AB Acquisition, LLC, Delaware limited liability company (together with KRS, Kimco, and collectively with Investor Holdco and Management Holdco, the ABS Control Group) and Albertsons Companies, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the Company).

Form of Stockholders Agreement (July 28th, 2015)

This Stockholders Agreement (this Agreement) is dated and effective as of [*], 2015 between and among Teva Pharmaceutical Industries Ltd., a company incorporated under the laws of Israel (the Company) and Allergan plc, a company incorporated under the laws of Ireland (the Shareholder). The Company and the Shareholder are referred to in this Agreement individually as a Party and collectively as the Parties.

Form of Stockholders Agreement by and Among Evolent Health, Inc. And the Stockholders Party Hereto (May 26th, 2015)

This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [ ], 2015, is made by and among:

Vivint Solar, Inc. – Form of Stockholders Agreement Dated as of [ ], 2014 Among Vivint Solar, Inc. And the Other Parties Hereto (August 26th, 2014)

This Stockholders Agreement is entered into as of [], 2014 by and among Vivint Solar, Inc., a Delaware corporation (the Company), 313 Acquisition LLC, a Delaware limited liability company (313 Acquisition), and each of the other parties identified on the signature pages hereto (together with 313 Acquisition, the Investor Parties).

Vivint Solar, Inc. – Form of Stockholders Agreement Dated as of [ ], 2014 Among Vivint Solar, Inc. And the Other Parties Hereto (June 27th, 2014)

This Stockholders Agreement is entered into as of [], 2014 by and among Vivint Solar, Inc., a Delaware corporation (the Company), 313 Acquisition LLC, a Delaware limited liability company (313 Acquisition), and each of the other parties identified on the signature pages hereto (together with 313 Acquisition, the Investor Parties).

Form of Stockholders Agreement (June 2nd, 2014)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2014, is entered into by and among Eclipse Resources Corporation, a Delaware corporation (the Company), Eclipse Holdings, L.P., a Delaware limited partnership (Eclipse Holdings), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH Partners), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Invest), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX and, together with EnCap VIII and EnCap VIII Co-Invest, the EnCap Funds), and Eclipse Management, L.P., a Delaware limited partnership (Eclipse Management and, together with Eclipse Holdings, CKH Partners, Hulburt Family II, Kirkwood and the EnCap

Form of Stockholders Agreement (February 28th, 2014)

This Stockholders Agreement (this "Agreement") is made and entered into as of [________________], 2014, by and between HomeFed Corporation, a Delaware corporation (the "Company"), and Leucadia National Corporation, a New York corporation (the "Stockholder"). Except as otherwise provided herein, capitalized terms used herein are defined in Section 8 hereof.

Leucadia National – Form of Stockholders Agreement (February 28th, 2014)

This Stockholders Agreement (this "Agreement") is made and entered into as of [________________], 2014, by and between HomeFed Corporation, a Delaware corporation (the "Company"), and Leucadia National Corporation, a New York corporation (the "Stockholder"). Except as otherwise provided herein, capitalized terms used herein are defined in Section 8 hereof.

Intrawest Resorts Holdings, Inc. – Stockholders Agreement (January 10th, 2014)

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of , 2014, by and between Intrawest Europe Holdings S.a r.l., a societe a responsabilite limitee (private limited liability company) duly formed and validly existing under the laws of the Grand-Duchy of Luxembourg ("IEH"), Intrawest S.a r.l., a societe a responsabilite limitee (private limited liability company) duly formed and validly existing under the laws of the Grand-Duchy of Luxembourg ("ITW S.a r.l.") and Intrawest Resorts Holdings, Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement. WHEREAS, the IEH and ITW S.a r.l. are holders of shares of Common Stock (as hereinafter defined); and

RSP Permian, Inc. – Form of Stockholders Agreement (January 2nd, 2014)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , is entered into by and among RSP Permian, Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the Principal Stockholders).

Form of Stockholders Agreement (December 16th, 2013)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , is entered into by and among Rice Energy Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the Principal Stockholders).

RSP Permian, Inc. – Form of Stockholders Agreement (December 13th, 2013)

This STOCKHOLDERS AGREEMENT (this Agreement), dated as of , is entered into by and among RSP Permian, Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the Principal Stockholders).

Form of Stockholders' Agreement (December 9th, 2013)

This STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of _________, is entered into by and among Rice Energy Inc., a Delaware corporation (the "Company"), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the "Principal Stockholders").

Envision Healthcare Holdings – FORM OF STOCKHOLDERS AGREEMENT of ENVISION HEALTHCARE HOLDINGS, INC. Dated as of August [*], 2013 (July 31st, 2013)

THIS STOCKHOLDERS AGREEMENT (as amended from time to time, this Agreement) is entered into as of August [*], 2013, among ENVISION HEALTHCARE HOLDINGS, INC., a Delaware corporation (and any successor in interest thereto, the Company), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a Stockholder and collectively, the Stockholders). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.

Form of Stockholders Agreement (July 22nd, 2013)

This Stockholders Agreement (this Agreement) is made and entered into as of July , 2013, by and among Sprouts Farmers Market, Inc. (formerly Sprouts Farmers Markets, LLC), a Delaware corporation (the Company), AP Sprouts Holdings, LLC, a Delaware limited liability company (AP Sprouts Holdings), AP Sprouts Incentive, LLC, a Delaware limited liability company (AP Sprouts Incentive), AP Sprouts Holdings (Overseas), L.P., a Delaware limited partnership (AP Sprouts Overseas), AP Sprouts Coinvest, LLC, a Delaware limited liability company (AP Sprouts Coinvest), AP Sprouts Management, LLC, a Delaware limited liability company (AP Sprouts Management, and, together with AP Sprouts Holdings, AP Sprouts Incentive, AP Sprouts Overseas and AP Sprouts Coinvest, Apollo and, each individually, an Apollo Holder), and the other stockholders of the Company whose names appear on Schedule I hereto (collectively, the Historic Holders and, together with Apollo, the Stockholders).

Form of Stockholders Agreement (July 12th, 2013)

STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2013, by and among ATHLON ENERGY INC., a Delaware corporation (the Corporation), and those stockholders of the Corporation listed on Schedule A hereto.

Seaworld Entertainment Inc. Co – Form of Stockholders Agreement Dated as of [ ], 2013 Among Seaworld Entertainment, Inc. And the Other Parties Hereto (March 25th, 2013)

This Stockholders Agreement is entered into as of , 2013 by and among SeaWorld Entertainment, Inc., a Delaware corporation (the Company), and each of the other parties identified on the signature pages hereto (the Investor Parties).

Artisan Partners Asset Manageme – FORM OF STOCKHOLDERS AGREEMENT Among ARTISAN PARTNERS ASSET MANAGEMENT INC., ARTISAN INVESTMENT CORPORATION, and THE STOCKHOLDERS NAMED HEREIN Dated as of , 2013 (December 18th, 2012)

This STOCKHOLDERS AGREEMENT, dated as of , 2013 (this Agreement), is entered into among Artisan Partners Asset Management Inc., a Delaware corporation (APAM), Artisan Investment Corporation, a Delaware corporation (AIC), each Person listed on Schedule A, as such Schedule A may be amended from time to time in accordance with the terms of this Agreement (each such Person, together with AIC, a Covered Person), executing this Agreement or a joinder (Joinder A) substantially in the form attached as Exhibit A, and each Person listed on Schedule B, as such Schedule B may be amended from time to time in accordance with the terms of this Agreement (each such Person, a Designating Stockholder), executing this Agreement or a joinder (Joinder B, and together with Joinder A, the Joinders) substantially in the form attached as Exhibit B.

Restoration Hardware Holdings – FORM OF STOCKHOLDERS AGREEMENT by and Among RESTORATION HARDWARE HOLDINGS, INC., and HOME HOLDINGS, LLC Dated as of , 2012 (October 31st, 2012)

THIS STOCKHOLDERS AGREEMENT (this Agreement), dated as of , 2012 (the Effective Date), is by and among Restoration Hardware Holdings, Inc., a Delaware corporation (the Company) and Home Holdings, LLC, a Delaware limited liability company (HH or the Sponsor).

Nationstar Mortgage Holdngs I – Form of Stockholders Agreement by and Among Nationstar Mortgage Holdings Inc. And Fif He Holdings Llc Dated as of , 2011 (July 7th, 2011)

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made as of , 2011, by and between FIF HE Holdings LLC (the Initial Stockholder) and Nationstar Mortgage Holdings Inc., a Delaware corporation (the Company). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.