Amendments to Stockholders Agreement Clause Samples
The "Amendments to Stockholders Agreement" clause defines the process and requirements for making changes to the existing stockholders agreement. Typically, this clause specifies who must approve any amendments—such as a majority or supermajority of stockholders, or sometimes specific classes of stockholders—and may outline the procedures for proposing and documenting such changes. Its core function is to ensure that modifications to the agreement are made transparently and with appropriate consent, thereby protecting the interests of all parties and preventing unilateral or unauthorized changes.
Amendments to Stockholders Agreement. The Stockholders Agreement is ------------------------------------ hereby amended as of date hereof to amend and revise Section 6.1(a) to read in its entirety as follows:
Amendments to Stockholders Agreement a. Effective as of the date hereof, the parties agree that subparagraph (i) of Section 2.1 of the Stockholders Agreement is amended and restated to read as follows: “In any matter submitted to a vote of shareholders not subject to Section 2.1(g) or 2.1(h), the Investor may vote any or all of its Voting Securities in its sole discretion, subject to applicable Law.”
b. Effective upon the completion of the Broadband Spin-Off (and subject to the consummation of the Broadband Spin-Off), Section 6.5 of the Stockholders Agreement is hereby amended and restated as follows:
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended to add the following Section 2.3:
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended as follows:
(a) A new Section 1(aaaa) shall be added as follows: “‘Pacira Director’ shall have the meaning set forth in Section 2.2(b)(iii).”
(b) Section 1.1(uu) shall be amended to replace “Section 2.2(b)(ii)” with Section 2.2(b)(ii)
(c) Section 1.1(ppp) shall be amended to replace “Section 2.2(b)(ii)” with “Section 2.2(b)(iii).”
(d) A new Section 1(cccc) shall be added as follows: “‘Standstill Period’ shall have the meaning set forth in Section 3.8.”
(e) Section 2.2(b) shall be amended and restated in its entirety as follows:
Amendments to Stockholders Agreement. (a) Section 2(a). Section 2(a) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following: “Election of Directors. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to include on the Board of Directors of the Company (the “Board”) at all times throughout the term of this Agreement, for so long as the Initial Apollo Stockholder, any Affiliate thereof and the Goodman Investors, collectively, hold at least 50% of the outstanding Common Stock of the Company:
(A) one representative designated by a majority in interest of the Goodman Investors (the “Goodman Director”); and
(B) such other directors as may be designated by the Apollo Representative. As of the date hereof, the Goodman Director shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
(b) Section 3(c)(i). Section 3(c)(i) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following: Limitations on Transfer. No Transfer of Shares will be made or permitted by any Goodman Investor (other than (i) to a Permitted Transferee or (ii) pursuant to a Public Offering or a Rule 144 Sale) unless such Goodman Investor desiring to make the Transfer (hereinafter referred to as the “Transferor”) shall have first made the offers to sell to the Company and then to the Apollo Representative as contemplated by this Section 3(c), and such offers shall not have been accepted.
(c) Section 3(e)(iv). Section 3(e)(iv) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to Stockholders Agreement. (a) All references to "Stockholder" or Stockholders" in the Stockholders' Agreement shall be deemed to include Nitzberg, and the respective definitions of those terms are each hereby ▇▇▇▇▇▇▇ to include Nitzberg.
(b) Schedule A to the Stockholders' Agreeme▇▇ ▇▇ ▇▇reby amended to add the name and address of Nitzberg as follows: Mark Nitzberg ▇▇ ▇▇▇▇ Road West Gree▇ ▇▇▇▇▇, ▇▇▇ Jersey 08812
(▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇v Stockholder Group and, ▇▇ ▇▇▇▇ regard, Schedule B to the ▇▇▇▇▇▇▇▇▇▇▇▇' Agreement is hereby amended to add the name "Mark Nitzberg" to the end of the page captioned "ROBERT CHESTNOV STOCKHO▇▇▇▇ ▇▇▇▇▇".
Amendments to Stockholders Agreement. (a) The first paragraph of the Recitals of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to Stockholders Agreement. 1.1. The following definition in Section 1.1 of the Stockholders' Agreement is amended and restated in its entirety to read as follows:
Amendments to Stockholders Agreement. (a) All references to "Stockholder" or Stockholders" in the Stockholders' Agreement shall be deemed to include the New Stockholders, and the respective definitions of those terms are each hereby amended to include the New Stockholders.
(b) Schedule A to the Stockholders' Agreement is hereby amended to add the name and address of the New Stockholders as follows: John Halbreich ▇▇▇▇▇ ▇▇▇▇▇▇ PO ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 07620 Brookville, NY 11545
(▇) ▇▇▇▇ of the New Stockholders shall be a member of the Robert Chestnov Stockholder Group ▇▇▇, ▇▇ ▇▇▇▇ ▇▇gard, Schedule B to the Stockholders' Agreement is hereby amended to add the names "John Halbreich" and "Bruce Cahill" ▇▇ ▇▇▇ ▇▇▇ ▇▇ the pa▇▇ ▇▇▇▇▇▇▇▇▇ "ROBERT CHESTNOV STOCKHOLDER GROUP".
Amendments to Stockholders Agreement. If applicable, the Company, the Purchaser and any original holders of Shares in the Company who are parties to any Stockholder Agreements (whose consent or approval is required prior to the execution and delivery of this Agreement or the issuance of the Warrant contemplated hereunder) shall have entered into an amendment to each such Stockholder Agreement in form and substance acceptable to the Purchaser, and such Amendment shall be in full force and effect as of the Closing.