EXHIBIT 4.2 AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF _______, 2006Management Stockholders Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
EXHIBIT 10.28 MANAGEMENT STOCKHOLDERS' AGREEMENT MANAGEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of June 22, 2004, between IASIS Healthcare Corporation (the "Company"), IASIS Investment LLC, a Delaware limited liability company (the...Management Stockholders' Agreement • July 14th, 2004 • Biltmore Surgery Center Holdings Inc • Services-general medical & surgical hospitals, nec • Delaware
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
This Management Stockholder’s 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.
LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT FOR SENIOR EXECUTIVESManagement Stockholders’ Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 31st, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 200_ (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”), and the undersigned person (the “Management Stockholder”) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group which may become a party hereto by execution and delivery of a counterpart signature page hereto identifying such party as a member of the Sponsor Group and (iii) the parties identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and the Permitted Transferees of such Management Stockholders identified on the signature pages to the supplementary agreements or documents referred to in Sections 13 and 23 hereof (such Management Stockholders and Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 hereof.
MANAGEMENT STOCKHOLDER'S AGREEMENT (Officer)Management Stockholder's Agreement • February 21st, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This Management Stockholder’s 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’ AGREEMENTManagement Stockholders’ Agreement • March 20th, 2008 • Alltel Corp • Radiotelephone communications • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 16, 2007, is by and among Alltel Corporation (“Alltel”), Atlantis Holdings LLC (the “Parent”, and together with Alltel, the “Company”) and the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each a “Management Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below), except as provided in Section 3(b)(iv) below.
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of ______ (the “Effective Date”) among CBaySystems Holdings Limited, a company incorporated in the British Virgin Islands (including any successors thereto, the “Company”), S.A.C. PEI CB Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“SAC CBI”), 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(a) of this Agreement.
DTZ JERSEY HOLDINGS LIMITED MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • February 28th, 2019 • Cushman & Wakefield PLC • Real estate • New York
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], between DTZ Jersey Holdings Limited (the “Company”), the Majority Stockholder (as defined pursuant to Section 1 below) and __________________________ (the “Management Stockholder”).
Amendment No. 1 to the Management Stockholder’s AgreementManagement Stockholder’s Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products
This Amendment No. 1 (this “Amendment”) to the Management Stockholder’s Agreement, dated as of [●], 201[●] (the “Management Stockholder’s 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 Stockholder’s Agreement.
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • March 9th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a Delaware corporation (the “Company”) and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (each an “Executive” and collectively, the “Executives”).
MANAGEMENT STOCKHOLDERS AGREEMENT by and among TRAEGER, INC. and JEREMY ANDRUS Dated as of July 28, 2021Management Stockholders Agreement • August 3rd, 2021 • Traeger, Inc. • Household appliances • Delaware
This MANAGEMENT STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of July 28, 2021, by and among (i) Traeger, Inc., a Delaware corporation (the “Issuer”), and (ii) Jeremy Andrus (“Andrus”).
MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Acquisition Corporation, and the Principal Investors, the MD Investors and Managers Named Herein...Management Stockholders’ Agreement • September 1st, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
hereunder, to the extent that such Person is not already a party to this Agreement as a Manager hereunder, such Person shall execute this Agreement as a Manager hereunder; and
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Management Stockholders Agreement • January 31st, 2006 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
This Amended and Restated Management Stockholders Agreement, dated as of January 26, 2006 (this “Agreement”), amends and restates that certain Management Stockholders Agreement, dated as of December 23, 2004 (the “Original Management Stockholders Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II” and together with JPMP BHCA, JPMP Global and JPMP Cayman, the “JPMP Investors”), Apollo Investment Fund V, L.P., a Delaware limited partnership, (“Apollo Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted limited partnership, (“Apollo Overseas”), Apollo Netherlands Pa
AMENDMENT NO. 1 TO THE MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC.Management Stockholders Agreement • March 12th, 2015 • Amc Entertainment Inc • Services-motion picture theaters • New York
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 People’s 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.
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October , 2004 between Rockwood 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 26 hereof.
MANAGEMENT STOCKHOLDERS AGREEMENT OF BEACON HOLDING INC.Management Stockholders Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This Management Stockholders Agreement (“Agreement”) is entered into as of September 30, 2011, by and among Beacon Holding Inc., a Delaware corporation (the “Company”), Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., and Beacon Coinvest LLC (collectively, “LGP”), CVC Beacon LLC (“CVC” and, together with LGP, the “Principal Stockholders”), and each of the individual stockholders who are set forth on the signature pages hereto or who otherwise become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party”, and collectively as the “Parties.”
MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • October 30th, 2007 • Iggys House, Inc. • Real estate agents & managers (for others) • Illinois
This Management Stockholder's Agreement (this "Agreement") is entered into as of April 22, 2005, between Buyside Realty, Inc., a Delaware corporation (the "Company") and Joseph A. Barr (the "Stockholder").
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of December 25, 2018Management Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of December 25, 2018, 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”):
AMENDMENT AND WAIVER TO MANAGEMENT STOCKHOLDERS' AGREEMENTManagement Stockholders' Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
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.
CHILL HOLDINGS, INC. MANAGEMENT STOCKHOLDERS AGREEMENT (Key Employee Version) Dated as of April 25, 2008Management Stockholders Agreement • June 11th, 2010 • Goodman Global Group, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Management Stockholders Agreement for key employees (“Agreement”) is entered into as of April 25, 2008, by and among Chill Holdings, Inc., a Delaware corporation (the “Company”), Goodman Global, Inc., a Delaware corporation (f/k/a Chill Acquisition, Inc.), Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“HFCP VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”) and H&F Chill Partners, L.P., a Delaware limited partnership (“H&F Chill” and, together with HFCP VI, H&F VI Parallel, H&F Associates VI and H&F Executives VI, the “Initial H&F Investors”) and each of the following (hereinafter severally referred to as a “Management Stockholder” and collectively referred to as the “Management Stockhol
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
This MANAGEMENT STOCKHOLDER’S AGREEMENT (this “Agreement”) is entered into as of February 8, 2005 (the “Effective Date”) by and among Protection One, Inc., a Delaware corporation (the “Company”), POI Acquisition, L.L.C., a Delaware limited liability company (“POI Acquisition”), Quadrangle Master Funding Ltd, a Cayman Islands limited liability company (“QDRF”) and the undersigned person (the “Management Stockholder”) (the Company, POI Acquisition, QDRF and the Management Stockholder being hereinafter collectively referred to as the “Parties”).
MANAGEMENT STOCKHOLDERS AGREEMENT by and among SSILuxCo II S.A., SSILuxCo S.à r.l. and the Managers Named HereinManagement Stockholders Agreement • March 13th, 2013 • SSI Investments II LTD • Services-prepackaged software • New Hampshire
MANAGEMENT STOCKHOLDER’S AGREEMENT (SENIOR MANAGEMENT FORM) Oncor Management Investment LLC Oncor Electric Delivery Company LLCManagement Stockholder’s Agreement • February 23rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas
This Management Stockholder’s Agreement (this “Agreement”) is effective as of November 5, 2008 among Oncor Management Investment LLC (the “Company”), a Delaware limited liability company, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), and the undersigned person (the “Management Stockholder”) (the Company, Oncor 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 OF BUCCANEER HOLDINGS, INC.Management Stockholders Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Delaware
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”).
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Amended and Restated Management Stockholder’s 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).
FORM OF MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among IVD Holdings Inc., Immucor, Inc. and the Investors and Managers Named Herein Dated as ofManagement Stockholders’ Agreement • December 9th, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • Delaware
LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • August 28th, 2008 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
FORM OF AXCAN HOLDINGS INC. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • October 7th, 2008 • Axcan Intermediate Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , , between Axcan Holdings Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
FORM OF FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • March 27th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • Delaware
FIRST AMENDMENT TO THE MANAGEMENT STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 20, 2007, among MYR Group Inc. (the “Company”) and signatories party hereto.
MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC.Management Stockholders Agreement • June 13th, 2007 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
This Management Stockholders Agreement, dated as of June 11, 2007 (this “Agreement”), by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP Selldown”), J.P. Morgan Partners Global Investors (Selldown) II, L.P., a Delaware limited partnership (“JPMP Selldown II”), JPMP Global Fund/AMC/Selldown II, L.P., a Delaware limited partnership (“JPMP AMC/Selldown II”), J.P. Morgan Partners Global Investors (Selldown) II-C, L.P., a Delaware limited partnership (“JPMP Selldown II-C”), AMCE (Ginger), L
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • June 9th, 2011 • Avaya Holdings Corp. • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 26, 2007, is by and among Sierra Holdings Corp. (“Parent”), the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each such individual, a “Management Stockholder” and collectively, the “Management Stockholders”), and each Management Transferee (as defined below) that may become a party to this agreement from time to time in accordance with the provisions hereof.
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Delaware
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”).
