Management Stockholders Agreement Sample Contracts

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Gardner Denver Holdings, Inc. – Management Stockholders Agreement (February 28th, 2017)

This Management Stockholders Agreement (this Agreement) is entered into as of [P], 2013 (the Effective Date) between Renaissance Parent Corp., a Delaware corporation (the Company), and the undersigned person (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

Denali Holding Inc. – DELL TECHNOLOGIES INC. AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of September 7, 2016 (September 9th, 2016)

This AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of September 7, 2016, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the Company), and each of the following (hereinafter severally referred to as a Stockholder and collectively referred to as the Stockholders):

Denali Holding Inc. – DELL TECHNOLOGIES INC. AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of September 7, 2016 (September 6th, 2016)

This AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of September 7, 2016, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the Company), and each of the following (hereinafter severally referred to as a Stockholder and collectively referred to as the Stockholders):

US Foods Holding Corp. – Amendment No. 1 to the Management Stockholders Agreement (June 1st, 2016)

This Amendment No. 1 (this Amendment) to the Management Stockholders Agreement, dated as of [*], 201[*] (the Management Stockholders Agreement), is dated as of [*], 2016, between the undersigned person (the Management Stockholder) and US Foods Holding Corp., a Delaware corporation f/k/a USF Holding Corp. (the Company). Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Management Stockholders Agreement.

Amendment No. 1 to the Management Stockholders Agreement (June 1st, 2016)

This Amendment No. 1 (this Amendment) to the Management Stockholders Agreement, dated as of [*], 201[*] (the Management Stockholders Agreement), is dated as of [*], 2016, between the undersigned person (the Management Stockholder) and US Foods Holding Corp., a Delaware corporation f/k/a USF Holding Corp. (the Company). Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Management Stockholders Agreement.

US Foods Holding Corp. – Management Stockholders Agreement (May 20th, 2016)

This Management Stockholders Agreement (this Agreement) is entered into as of [*], 2016 (the Effective Date) among USF Holding Corp., a Delaware corporation (the Company), and the undersigned person (the Management Stockholder). The Company and the Management Stockholder being hereinafter collectively referred to as the Parties. All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

Laureate Education – Management Stockholders Agreement (November 20th, 2015)

This Management Stockholders Agreement (as it may be amended, modified, restated or supplemented from time to time, this Agreement) is entered into as of [ ] among Laureate Education, Inc., a Maryland corporation (the Company), Wengen Alberta, Limited Partnership, an Alberta limited partnership (Parent), and the undersigned person (the Management Stockholder) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

Management Stockholders Agreement (July 20th, 2015)

This Management Stockholders Agreement (this Agreement) is entered into as of , 201 (the Effective Date) among First Data Holdings Inc., a Delaware corporation (the Company), New Omaha Holdings L.P., a Delaware limited partnership (Parent), and the undersigned person (the Management Stockholder) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

Affinia Group Intermediate Holdings Inc. – Amended and Restated Management Stockholders Agreement (March 17th, 2015)

This Amended and Restated Management Stockholders Agreement (this Agreement) is entered into as of November 1, 2014 (the Effective Date) between Affinia Group Holdings Inc., a Delaware corporation (the Company), and the undersigned person (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 4 of this Agreement or in the Stock Incentive Plan (as such term is defined below).

Amc Entertainment Inc – Amendment No. 1 to the Management Stockholders Agreement of Amc Entertainment Holdings, Inc. (March 12th, 2015)

This Amendment No. 1 to the Management Stockholders Agreement is made as of December 17, 2013 (this Amendment) by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the Company), Dalian Wanda Group Co., Ltd., a company organized under the laws of the Peoples Republic of China (Wanda), and each of the individuals listed on Schedule I hereto (Members of Management), and amends that certain Management Stockholders Agreement, dated as of August 30, 2012 (the Stockholders Agreement), by and among the Company, Wanda and Members of Management. These parties are sometimes referred to herein individually by name or as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.

Amc Entertainment Holdings, Inc. – Amendment No. 1 to the Management Stockholders Agreement of Amc Entertainment Holdings, Inc. (March 10th, 2015)

This Amendment No. 1 to the Management Stockholders Agreement is made as of December 17, 2013 (this Amendment) by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the Company), Dalian Wanda Group Co., Ltd., a company organized under the laws of the Peoples Republic of China (Wanda), and each of the individuals listed on Schedule I hereto (Members of Management), and amends that certain Management Stockholders Agreement, dated as of August 30, 2012 (the Stockholders Agreement), by and among the Company, Wanda and Members of Management. These parties are sometimes referred to herein individually by name or as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.

PRA Health Sciences, Inc. – Form of Management Stockholders Agreement (September 8th, 2014)

This Management Stockholders Agreement (this Agreement) is entered into as of , 2013 (the Effective Date) between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a Delaware corporation (the Company), and the undersigned person identified in the Omnibus Signature Page to this Agreement (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

PRA Health Sciences, Inc. – Form of Management Stockholders Agreement (August 26th, 2014)

This Management Stockholders Agreement (this Agreement) is entered into as of , 2013 (the Effective Date) between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a Delaware corporation (the Company), and the undersigned person identified in the Omnibus Signature Page to this Agreement (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (February 13th, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (February 13th, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (January 2nd, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (January 2nd, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Director Nonstatutory Option Agreement (January 2nd, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (January 2nd, 2014)
IMS Health Holdings, Inc. – Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan This Award and Any Securities Issued Upon Exercise of This Option Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement (As Defined in the Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan). Healthcare Technology Holdings, Inc. Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. Senior Management Nonstatutory Option Agreement (January 2nd, 2014)
IMS Health Holdings, Inc. – MANAGEMENT STOCKHOLDERS AGREEMENT by and Among Healthcare Technology Holdings, Inc., Healthcare Technology Acquisition, Inc., IMS Health Incorporated and the Investors and Managers Named Herein Dated as of February 26, 2010 (January 2nd, 2014)
Amc Entertainment Holdings, Inc. – Management Stockholders Agreement of Amc Entertainment Holdings, Inc. (October 8th, 2013)

This Management Stockholders Agreement, dated as of August 30, 2012 (this Agreement), is entered into by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the Company), Dalian Wanda Group Co., Ltd., a company organized under the laws of the Peoples Republic of China (Wanda), and each of the individuals listed on Schedule 1 hereto, and the Persons who, from time to time, become stockholders of the Company in accordance with this Agreement and execute and deliver a Joinder Agreement, substantially in the form of Exhibit A hereto (each individually, a Management Member, and collectively, the Management Members). These parties are sometimes referred to herein individually by name or as a Party and collectively as the Parties. The definitions of certain capitalized terms used herein are set forth in Section 11. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Par Pharmacuetical, Inc. – Sky Growth Holdings Corporation 2012 Equity Incentive Plan Restricted Stock Unit Agreement This Award and Any Securities Delivered Hereunder Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Management Stockholders Agreement. Sky Growth Holdings Corporation Strongly Encourages You to Seek the Advice of Your Own Legal and Financial Advisors With Respect to Your Award and Its Tax Consequences. (August 14th, 2013)
Form of Management Stockholders Agreement (May 31st, 2013)

This Management Stockholders Agreement (this Agreement) is entered into as of , 20 (the Effective Date) among USF Holding Corp., a Delaware corporation (the Company) and the undersigned person (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

Management Stockholders Agreement (March 19th, 2013)

This Management Stockholders Agreement (this Agreement) is entered into as of the date reflected on the associated Award Notice among First Data Holdings Inc., a Delaware corporation (the Company), New Omaha Holdings L.P., a Delaware limited partnership (Parent), and the undersigned person (the Management Stockholder) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

Lpl Investment Holdings Inc. – Amendment and Waiver to Management Stockholders' Agreement (February 26th, 2013)

This Amendment and Waiver Agreement (this "Amendment") is entered into as of December 28, 2012 by and between LPL Financial Holdings Inc. (the "Company") and Esther M. Stearns.

Samson Resources Co – Form of Management Stockholders Agreement (February 14th, 2013)

This Management Stockholders Agreement (this Agreement) is entered into as of April 16, 2012 among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the Company), and the undersigned Person (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

Form of Management Stockholders Agreement (December 28th, 2012)

This Management Stockholders Agreement (this Agreement) is entered into as of [ ], 20[ ] (the Effective Date) among USF Holding Corp., a Delaware corporation (the Company) and the undersigned person (the Management Stockholder) (the Company and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

Lpl Investment Holdings Inc. – Amendment and Waiver to Management Stockholders Agreement (June 5th, 2012)

This Amendment and Waiver Agreement (this Amendment) is entered into as of May 31, 2012 by and between LPL Investment Holdings Inc. (the Company) and Robert J. Moore.

Big Heart Pet Brands – Form of Amendment to the Management Stockholders Agreement (December 12th, 2011)

WHEREAS, Blue Acquisition Group, Inc. (the Company) has previously entered into Management Stockholders Agreements with certain management stockholders of the Company, and all capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Management Stockholders Agreements; and

BioArray Solutions Ltd – Management Stockholders Agreement (December 9th, 2011)
Nielsen Holdings plc – Amendment to Management Stockholders Agreement and Sale Participation Agreement (October 27th, 2011)

AMENDMENT to (i) that certain Management Stockholders Agreement (as amended or supplemented from time to time) by and among Nielsen Holdings N.V. (f/k/a Valcon Acquisition Holding B.V.) a public company with limited liability incorporated under the laws of The Netherlands (the Company), Valcon Acquisition Holding (Luxembourg) S.a.r.l., a private limited company incorporated under the laws of Luxembourg (Luxco) and the undersigned Management Stockholder (such agreement, the Management Stockholders Agreement) and (ii) that certain Sale Participation Agreement (as amended or supplemented from time to time) between Luxco and the undersigned Management Stockholder (such agreement, the Sale Participation Agreement and, together with the Management Stockholders Agreement, the Agreements). All capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to such terms under the Agreements.

Management Stockholders Agreement (September 21st, 2011)

MANAGEMENT STOCKHOLDERS AGREEMENT (this Agreement), dated as of October 6, 2005, between Newton Acquisition, Inc. (the Company), the Majority Stockholder (as defined below) and the individuals listed on Schedule A attached hereto (the Management Stockholder).

J.Crew – Management Stockholders Agreement (September 1st, 2011)
Management Stockholders Agreement of Buccaneer Holdings, Inc. (August 18th, 2011)

This MANAGEMENT STOCKHOLDERS AGREEMENT (Agreement), dated as of April 6, 2011 is entered into by and among Buccaneer Holdings, Inc., a Delaware corporation (the Company), Carlyle Partners V, L.P., a Delaware limited partnership (CP V), Carlyle Partners V-A, L.P., a Delaware limited partnership (CP V-A), CP V Coinvestment A, L.P., a Delaware limited partnership (CP V Coinvestment A), CP V Coinvestment B, L.P., a Delaware limited partnership (CP V Coinvestment B), and Carlyle Syniverse Coinvestment, L.P., a Delaware limited partnership (Syniverse Coinvestment and, together with CP V, CP V-A, CP V Coinvestment A, and CP V Coinvestment B, the Carlyle Entities) and each of the individual stockholders who become parties hereto from time to time in accordance with the terms hereof (the Management Holders).