Management Shareholders Agreement Sample Contracts

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Intelsat S.A. – Amendment No. 3 to Management Shareholders Agreement (April 2nd, 2013)

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 societe anonyme, RCS Luxembourg B162135 (the Company), Serafina S.A., SLP III Investment Holding S.a 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.

Termination of the Management Shareholders Agreement (November 9th, 2012)

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;

Amendment No. 2 to Management Shareholders Agreement and Assignment (April 5th, 2012)

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 societe 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).

North Denes Aerodrome Ltd – Management Shareholders Agreement Among 6922767 Holding (Cayman) Inc. And Management Shareholders of 6922767 Holding (Cayman) Inc. Dated as of September 16, 2008 (January 18th, 2012)

THIS MANAGEMENT SHAREHOLDERS AGREEMENT, dated as of September 16, 2008, is entered into among 6922767 Holding (Cayman) Inc., a limited liability exempted company incorporated under the laws of the Cayman Islands (the Company), and the other Persons listed on each signature page hereto. Each of the Persons listed on the signature pages hereto (other man the Company) and any Person who becomes a party hereto are sometimes referred to individually as a Shareholder and together as the Shareholders.

Amendment to Management Shareholders Agreement of Intelsat Global, Ltd. (March 10th, 2010)

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).

Limited Release Under Management Shareholders Agreement (March 4th, 2010)

This Limited Release Under Management Shareholders Agreement (the Limited Release Agreement) is entered into as of March 3, 2010, by and among Avago Technologies Limited (the Company), Douglas R. Bettinger as Trustee for the Bettinger Family Revocable Trust, dated June 6, 2007, and Bali Investments S.ar.l (Bali). The Company, Mr. Bettinger and Bali are parties to that certain Management Shareholders Agreement, dated as of August 4, 2008 (the MSA), executed in connection with the employment of Mr. Bettinger as the Senior Vice President and Chief Financial Officer of the Company. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the MSA.

First Amendment to the Management Shareholders Agreement (November 13th, 2009)

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;

Second Amendment to the Management Shareholders Agreement (August 21st, 2009)

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;

Management Shareholders Agreement of Intelsat Global, Ltd. (May 12th, 2009)

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.

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 (October 1st, 2008)

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).

Management Shareholders Agreement (August 17th, 2007)

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").

Dice Holdings – Institutional and Management Shareholders Agreement (July 23rd, 2007)

AGREEMENT (this Agreement) dated as of July 23, 2007 among (i) Dice Holdings, Inc., a Delaware corporation (the Company), (ii) Quadrangle Capital Partners II LP, a Delaware limited partnership, Quadrangle Select Partners II LP, a Delaware limited partnership, and Quadrangle Capital Partners II-A LP, a Delaware limited partnership (collectively, the Quadrangle Entities), (iii) General Atlantic Partners 79, L.P., a Delaware limited partnership, Gapstar, LLC, a Delaware limited liability company, GAP-W Holdings, L.P., a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, and GAPCO GmbH & Co. KG , a German corporation (collectively, the GA Entities and, together with the Quadrangle Entities, the Institutional Shareholders) and (iv) the Persons listed on the signature pages hereof under Management Shareholders (the Management Shareholders).

Dice Holdings – Institutional and Management Shareholders Agreement (June 18th, 2007)

AGREEMENT (this Agreement) dated as of [ ], 2007 among (i) Dice Holdings, Inc., a Delaware corporation (the Company), (ii) Quadrangle Capital Partners II LP, a Delaware limited partnership, Quadrangle Select Partners II LP, a Delaware limited partnership, and Quadrangle Capital Partners II-A LP, a Delaware limited partnership (collectively, the Quadrangle Entities), (iii) General Atlantic Partners 79, L.P., a Delaware limited partnership, Gapstar, LLC, a Delaware limited liability company, GAP-W, LLC, a Delaware limited liability company, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, and GAPCO GmbH & Co. KG , a German corporation (collectively, the GA Entities and, together with the Quadrangle Entities, the Institutional Shareholders) and (iv) the Persons listed on the signature pages hereof under Management Shareholders (the Management Shareholders).

Avago Technologies Wireless IP (Singapore) Pte. Ltd. – MANAGEMENT SHAREHOLDERS AGREEMENT by and Among Avago Technologies Limited, Bali Investments S.a.r.l., a Luxembourg Company and Name Dated as of [___, 200_] (September 29th, 2006)

This Management Shareholders Agreement (this Agreement) is entered into effective as of [___, 200_] 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).

United America Indemnity, Ltd. – Amendment to Management Shareholders Agreement (January 12th, 2006)

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);

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 Other Parties Hereto (July 18th, 2005)

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.