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 | 2006 |
Corporate Agreement
Corporate Agreement (78K)
Doc #1694259: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (�Agreement�) is entered into as of May 26, 2006 by and between WALTER INDUSTRIES, INC., a Delaware corporation (�Walter�), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (�Mueller�).
RECITALS
A. Walter beneficially owns all of the issued and outstanding shares of capital stock of Mueller, . . .
1694259
| |
Walter Indus.
As referenced in this Corporate Agreement:
WALTER INDUSTRIES, INC –
EX-10.1 4 a06-12643_1ex10d1.htm EX-10
Exhibit 10.1
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (Agreement) is entered into as of May 26, 2006 by and between WALTER INDUSTRIES, INC ., a Delaware corporation (Walter), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (Mueller).
RECITALS
A. Walter beneficially owns all of the issued and outstanding shares of capital stock of
_____________
Walter Industries, Inc – to:
Mueller Water Products, Inc.
4211 W. Boy Scout Blvd.
Tampa, FL 33607
Attention: Chief Executive Officer
Tel: (813) 871-4455
Fax: (813) 871-4430
(b)
If to Walter, to:
Walter Industries, Inc .
4211 W. Boy Scout Blvd.
Tampa, FL 33607
Attention: General Counsel
Tel: (813) 871-4120
Fax: (813) 871-4420
or to such other addresses or telecopy numbers as may
_____________
WALTER INDUSTRIES, INC – other remedy to which they may be entitled at law or equity.
22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
WALTER INDUSTRIES, INC .
By:
/s/
William F. Ohrt
Name:
William F. Ohrt
Title:
Executive Vice President and
Chief Financial Officer
MUELLER WATER PRODUCTS, INC.
By:
/s/
Victor P. Patrick
Name:
Victor P.
_____________
dt 1491221
|
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| 2006 |
Corporate Agreement
Corporate Agreement (78K)
Doc #1711938: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (�Agreement�) is entered into as of May 26, 2006 by and between WALTER INDUSTRIES, INC., a Delaware corporation (�Walter�), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (�Mueller�).
RECITALS
A. Walter beneficially owns all of the issued and outstanding shares of capital stock of Mueller, . . .
1711938
|
Walter Indus.
As referenced in this Corporate Agreement:
WALTER INDUSTRIES, INC –
EX-10.1 2 a06-12644_1ex10d1.htm EX-10
Exhibit 10.1
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (Agreement) is entered into as of May 26, 2006 by and between WALTER INDUSTRIES, INC ., a Delaware corporation (Walter), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (Mueller).
RECITALS
A. Walter beneficially owns all of the issued and outstanding shares of capital stock of
_____________
Walter Industries, Inc – to:
Mueller Water Products, Inc.
4211 W. Boy Scout Blvd.
Tampa, FL 33607
Attention: Chief Executive Officer
Tel: (813) 871-4455
Fax: (813) 871-4430
(b)
If to Walter, to:
Walter Industries, Inc .
4211 W. Boy Scout Blvd.
Tampa, FL 33607
Attention: General Counsel
Tel: (813) 871-4120
Fax: (813) 871-4420
or to such other addresses or telecopy numbers as may
_____________
WALTER INDUSTRIES, INC – other remedy to which they may be entitled at law or equity.
22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
WALTER INDUSTRIES, INC .
By:
/s/
William F. Ohrt
Name:
William F. Ohrt
Title:
Executive Vice President and
Chief Financial Officer
MUELLER WATER PRODUCTS, INC.
By:
/s/
Victor P. Patrick
Name:
Victor P.
_____________
dt 1491226
| |
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| 2006 |
Corporate Agreement
Corporate Agreement (52K)
Doc #2266086: Click preview link for longer preview.
CORPORATE AGREEMENT
by and between
FBR CAPITAL MARKETS CORPORATION
and
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
dated as of July 20, 2006
TABLE OF CONTENTS
Page
RECITALS
1
AGREEMENTS
2
ARTICLE I DEFINITIONS
2
1.1.
Definitions
2
1.2.
Internal References
6
ARTICLE II CERTAIN COVENANTS AND AGREEMENTS
6
2.1.
No . . .
2266086
| | |
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| 2006 |
Corporate Agreement
Corporate Agreement (52K)
Doc #2630044: Click preview link for longer preview.
CORPORATE AGREEMENT
by and between
FBR CAPITAL MARKETS CORPORATION
and
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
dated as of July 20, 2006
TABLE OF CONTENTS
Page
RECITALS
1
AGREEMENTS
2
ARTICLE I DEFINITIONS
2
1.1.
Definitions
2
1.2.
Internal References
6
ARTICLE II CERTAIN COVENANTS AND AGREEMENTS
6
2.1.
No . . .
2630044
| | |
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Corporate Agreement
Corporate Agreement (52K)
Doc #2631111: Click preview link for longer preview.
CORPORATE AGREEMENT
by and between
FBR CAPITAL MARKETS CORPORATION
and
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
dated as of July 20, 2006
TABLE OF CONTENTS
Page
RECITALS
1
AGREEMENTS
2
ARTICLE I DEFINITIONS
2
1.1.
Definitions
2
1.2.
Internal References
6
ARTICLE II CERTAIN COVENANTS AND AGREEMENTS
6
2.1.
No . . .
2631111
| | |
| Full Doc
| 2005 |
Corporate Agreement
Corporate Agreement (8K)
Doc #852939: This document is immediately available for purchase, but does not have a preview available for viewing.
852939
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| 2004 |
Corporate Agreement
Corporate Agreement (87K)
Doc #375058: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT, dated as of _____________, 2004 (this
"Agreement"), is by and between E-Z-EM, Inc., a Delaware corporation ("E-Z-EM"),
and AngioDynamics, Inc. (the "Company"). Certain capitalized terms used herein
are defined in ARTICLE 8 hereof.
WHEREAS, the Company is currently a wholly-owned subsidiary of E-Z-EM, and
E-Z-EM and the Company contemplate that the Company will make an initial public
offering (the "IPO") of a portion of its common stock pursuant to a registration
statement on Form S-1 filed under the Securities Act;
WHEREAS, on the date on which the IPO is completed (the "IPO Closing
Date"), E-Z-EM will own at least than 80% of the shares of Common Stock, par
value $.01 per share ("Common Stock"), of the Company outstanding on a Fully
Diluted Basis; and
WHEREAS, in connection with the IPO and the subsequent Distribution, the
parties desire to enter into this Agreement, inter alia, to provide E-Z-EM with
certain continuing stockholder rights with respect to the Company following the
IPO and to assure compliance by the Company with certain corporate governance
requirements;
NOW, THEREFORE, in consideration of the above premises and mutual
agreements set forth in this Agreement and subject to the terms and conditions
stated herein, the parties hereby agree as follows:
ARTICLE 1
CONSENT RIGHT
1.1 Defintions used in this ARTICLE 1.
(a) As used in Section 1.2, "Spinoff Event" means any event that (i)
results in E-Z-EM's voting rights, ownership percentage in the voting
stock of the Company and/or ownership of any other class of securities
in the Company, as calculated under the applicable rules and
regulations under the Code, decreasing below 80% on a Fully-Diluted
Basis (other than Excluded Options), or (ii) would otherwise be the
primary cause of the Distribution by E-Z-EM's and any applicable
E-Z-EM Entities failing to be a tax-free transaction under the Code.
(b) As used in Section 1.1(a), "Excluded Options" means options granted
for compensatory or other purposes that are not included in
calculations relevant to determining whether a spinoff has remained a
tax-free transaction under Section 355 of the Code (including
calculations as to changes in share ownership and voting power and
determining the availability of safe harbors).
1.2 E-Z-EM Consent Right. Without the prior written consent of E-Z-EM, which
may be withheld or conditioned by E-Z-EM in its sole discretion, the
Company agrees that it will not
(a) offer, sell, issue or acquire any Equity Securities,
(b) enter into any agreement to do any of the foregoing, or
{PAGE}
(c) sell or dispose of any assets other than in the ordinary course of
business ("ordinary course" to be read as including the disposition of
obsolete, non-performing and/or immaterial assets),
if such action would result in, or be the primary cause of, a Spinoff
Event.
1.3 Notice. In requesting the consent of E-Z-EM, the Company shall provide
E-Z-EM with not fewer than 20 Business Days prior written notice of the
date of the intended offer, sale, issuance, acquisition and/or non-ordinary
course sale of assets, and all other information material to E-Z-EM or
reasonably requested by E-Z-EM, including without limitation the intended
date and the proposed size of the offer, intended sale, issuance,
acquisition or non-ordinary course sale of assets, as well as the
characteristics of the Equity Securities (as applicable). The failure of
E-Z-EM to respond to such request shall be deemed conclusively to be a
denial of E-Z-EM of the consent required under Section 1.2 above.
1.4 Without limiting the introductory language in Section 1.2, as a condition
to E-Z-EM's providing its consent, E-Z-EM may condition the issuance of
Equity Securities upon the issuance (at the same per unit or per share
cost) to E-Z-EM of a sufficient number of shares of the applicable Equity
Securities as would enable the E-Z-EM Entities to own at least 80% of the
Company's outstanding equity and voting power on a Fully Diluted Basis
(other than Excluded Options). This Section 1.4 shall inure solely to the
benefit of E-Z-EM and the E-Z-EM Entities, and the Company shall have no
rights to compel E-Z-EM or the E-Z-EM Entities to acquire any Equity
Securities at any time.
1.5 Termination of Consent Right. The consent right granted under this ARTICLE
1 shall terminate upon the earliest to occur of
(a) E-Z-EM granting its consent to the offer, sale, issuance or
acquisition of Equity Securities where such event is expected by
E-Z-EM to result, and did result, in a Spinoff Event,
(b) E-Z-EM giving notice to the Company that it is abandoning the
Distribution,
(c) the completion of the Distribution by E-Z-EM and any applicable E-Z-EM
Entities, or
(d) February 5, 2005, the one year anniversary of the receipt by E-Z-EM
and the Company of the favorable private letter ruling from the
Internal Revenue Service with respect to the Distribution and the
application submitted on behalf of E-Z-EM and the Company by Caplin
and Drysdale, Chartered, dated August 7, 2003 (as amended and
supplemented, the "PLR Application"). If, prior to February 5, 2005,
E-Z-EM obtains an opinion of tax counsel that the completion of the
Distribution after the aforementioned one-year period will not result
in any of the adverse tax effects set forth in the "Rulings Requested"
portion of the PLR Application, then consent right shall terminate on
August 5, 2005 and not February 5, 2005.
2
{PAGE}
ARTICLE 2
REGISTRATION RIGHTS
2.1 Demand Registration.
(a) E-Z-EM shall have the right, exercisable on multiple occasions from
time to time during the term of this Agreement, but together with
Unregistered Demands (as defined in Section 3.1(a) below) no more
frequently than once during any twelve-month period, to require the
Company to register for offer and sale under the Securities Act (a
"Demand") all or a portion of the Common Stock held by the E-Z-EM
Entities, subject to the restrictions set forth herein; provided that
E-Z-EM shall not be entitled to make a Demand hereunder unless (i) the
Common Stock subject to such Demand represents at least 5% of the
aggregate shares of Common Stock then issued and outstanding, (ii) at
least six months have passed since the completion of the IPO and (iii)
at least six months have passed since the completion of the last
offering pursuant to a Demand or Unregistered Demand under Section
3.1. As promptly as practicable (but in no event later than 45 days)
after the Company receives from E-Z-EM a notice pursuant to this
Section 2.1(a) (a "Demand Notice"), demanding that the Company
register part or all of the Common Stock held by the E-Z-EM Entities
for offer and sale under the Securities Act, subject to Section
2.1(b), the Company shall (i) file with the Commission a Registration
Statement relating to the offer and sale of the Applicable Securities
on such form as E-Z-EM may reasonably deem appropriate and (ii) after
such filing, use reasonable best efforts to cause such Registration
Statement to be declared effective under the Securities Act. Subject
to Section 2.1(b), the Company shall use reasonable best efforts to
375058
|
AngioDynamics
As referenced in this Corporate Agreement:
AngioDynamics, Inc – Exhibit 10.5
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT, dated as of _____________, 2004 (this
"Agreement"), is by and between E-Z-EM, Inc., a Delaware corporation ("E-Z-EM"),
and AngioDynamics, Inc . (the "Company"). Certain capitalized terms used herein
are defined in ARTICLE 8 hereof.
WHEREAS, the Company is currently a wholly-owned subsidiary of E-Z-EM, and
E-Z-
_____________
ANGIODYNAMICS, INC – The remainder of this page intentionally left blank]
23
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
ANGIODYNAMICS, INC .
By:
---------------------------
Name:
Title:
E-Z-EM, INC.
By:
---------------------------
Name:
Title:
24
{/TEXT}
{/DOCUMENT}
_____________
dt 1413734
| |
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| 2004 |
Corporate Agreement
Corporate Agreement (87K)
Doc #375067: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT, dated as of _____________, 2004 (this
"Agreement"), is by and between E-Z-EM, Inc., a Delaware corporation ("E-Z-EM"),
and AngioDynamics, Inc. (the "Company"). Certain capitalized terms used herein
are defined in ARTICLE 8 hereof.
WHEREAS, the Company is currently a wholly-owned subsidiary of E-Z-EM, and
E-Z-EM and the Company contemplate that the Company will make an initial public
offering (the "IPO") of a portion of its common stock pursuant to a registration
statement on Form S-1 filed under the Securities Act;
WHEREAS, on the date on which the IPO is completed (the "IPO Closing
Date"), E-Z-EM will own at least than 80% of the shares of Common Stock, par
value $.01 per share ("Common Stock"), of the Company outstanding on a Fully
Diluted Basis; and
WHEREAS, in connection with the IPO and the subsequent Distribution, the
parties desire to enter into this Agreement, inter alia, to provide E-Z-EM with
certain continuing stockholder rights with respect to the Company following the
IPO and to assure compliance by the Company with certain corporate governance
requirements;
NOW, THEREFORE, in consideration of the above premises and mutual
agreements set forth in this Agreement and subject to the terms and conditions
stated herein, the parties hereby agree as follows:
ARTICLE 1
CONSENT RIGHT
1.1 Defintions used in this ARTICLE 1.
(a) As used in Section 1.2, "Spinoff Event" means that E-Z-EM's voting
rights, ownership percentage in the voting stock of the Company and/or
ownership of any other class of securities in the Company, as
calculated under the applicable rules and regulations under the Code,
would either (i) decrease below 80% on a Fully-Diluted Basis (other
than Excluded Options), or (ii) be the primary cause of the
Distribution by E-Z-EM's and any applicable E-Z-EM Entities failing to
be a tax-free transaction under the Code.
(b) As used in Section 1.1(a), "Excluded Options" means options granted
for compensatory or other purposes that are not included in
calculations relevant to determining whether a spinoff has remained a
tax-free transaction under Section 355 of the Code (including
calculations as to changes in share ownership and voting power and
determining the availability of safe harbors).
1.2 E-Z-EM Consent Right. Without the prior written consent of E-Z-EM, which
may be withheld or conditioned by E-Z-EM in its sole discretion, the
Company agrees that it will not
(a) offer, sell, issue or acquire any Equity Securities,
(b) enter into any agreement to do any of the foregoing, or
{PAGE}
(c) sell or dispose of any assets other than in the ordinary course of
business ("ordinary course" to be read as including the disposition of
obsolete, non-performing and/or immaterial assets),
if such action would result in, or be the primary cause of, a Spinoff
Event.
1.3 Notice. In requesting the consent of E-Z-EM, the Company shall provide
E-Z-EM with not fewer than 20 Business Days prior written notice of the
date of the intended offer, sale, issuance, acquisition and/or non-ordinary
course sale of assets, and all other information material to E-Z-EM or
reasonably requested by E-Z-EM, including without limitation the intended
date and the proposed size of the offer, intended sale, issuance,
acquisition or non-ordinary course sale of assets, as well as the
characteristics of the Equity Securities (as applicable). The failure of
E-Z-EM to respond to such request shall be deemed conclusively to be a
denial of E-Z-EM of the consent required under Section 1.2 above.
1.4 Without limiting the introductory language in Section 1.2, as a condition
to E-Z-EM's providing its consent, E-Z-EM may condition the issuance of
Equity Securities upon the issuance (at the same per unit or per share
cost) to E-Z-EM of a sufficient number of shares of the applicable Equity
Securities as would enable the E-Z-EM Entities to own at least 80% of the
Company's outstanding equity and voting power on a Fully Diluted Basis
(other than Excluded Options). This Section 1.4 shall inure solely to the
benefit of E-Z-EM and the E-Z-EM Entities, and the Company shall have no
rights to compel E-Z-EM or the E-Z-EM Entities to acquire any Equity
Securities at any time.
1.5 Termination of Consent Right. The consent right granted under this ARTICLE
1 shall terminate upon the earliest to occur of
(a) E-Z-EM granting its consent to the offer, sale, issuance or
acquisition of Equity Securities where such event is expected by
E-Z-EM to result, and did result, in a Spinoff Event,
(b) E-Z-EM giving notice to the Company that it is abandoning the
Distribution,
(c) the completion of the Distribution by E-Z-EM and any applicable E-Z-EM
Entities, or
(d) February 6, 2005, the one year anniversary of the receipt by E-Z-EM
and the Company of the favorable private letter ruling from the
Internal Revenue Service with respect to the Distribution and the
application submitted on behalf of E-Z-EM and the Company by Caplin
and Drysdale, Chartered, dated August 7, 2003 (as amended and
supplemented, the "PLR Application"). If, prior to February 6, 2005,
E-Z-EM obtains an opinion of tax counsel that the completion of the
Distribution after the aforementioned one-year period will not result
in any of the adverse tax effects set forth in the "Rulings Requested"
portion of the PLR Application, then consent right shall terminate on
August 6, 2005 and not February 6, 2005.
2
{PAGE}
ARTICLE 2
REGISTRATION RIGHTS
2.1 Demand Registration.
(a) E-Z-EM shall have the right, exercisable on multiple occasions from
time to time during the term of this Agreement, but together with
Unregistered Demands (as defined in Section 3.1(a) below) no more
frequently than once during any twelve-month period, to require the
Company to register for offer and sale under the Securities Act (a
"Demand") all or a portion of the Common Stock held by the E-Z-EM
Entities, subject to the restrictions set forth herein; provided that
E-Z-EM shall not be entitled to make a Demand hereunder unless (i) the
Common Stock subject to such Demand represents at least 5% of the
aggregate shares of Common Stock then issued and outstanding, (ii) at
least six months have passed since the completion of the IPO and (iii)
at least six months have passed since the completion of the last
offering pursuant to a Demand or Unregistered Demand under Section
3.1. As promptly as practicable (but in no event later than 45 days)
after the Company receives from E-Z-EM a notice pursuant to this
Section 2.1(a) (a "Demand Notice"), demanding that the Company
register part or all of the Common Stock held by the E-Z-EM Entities
for offer and sale under the Securities Act, subject to Section
2.1(b), the Company shall (i) file with the Commission a Registration
Statement relating to the offer and sale of the Applicable Securities
on such form as E-Z-EM may reasonably deem appropriate and (ii) after
such filing, use reasonable best efforts to cause such Registration
Statement to be declared effective under the Securities Act. Subject
to Section 2.1(b), the Company shall use reasonable best efforts to
375067
|
AngioDynamics
As referenced in this Corporate Agreement:
AngioDynamics, Inc – Exhibit 10.5
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT, dated as of _____________, 2004 (this
"Agreement"), is by and between E-Z-EM, Inc., a Delaware corporation ("E-Z-EM"),
and AngioDynamics, Inc . (the "Company"). Certain capitalized terms used herein
are defined in ARTICLE 8 hereof.
WHEREAS, the Company is currently a wholly-owned subsidiary of E-Z-EM, and
E-Z-
_____________
ANGIODYNAMICS, INC – The remainder of this page intentionally left blank]
23
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
ANGIODYNAMICS, INC .
By:
---------------------------------
Name:
Title:
E-Z-EM, INC.
By:
---------------------------------
Name:
Title:
24
{/TEXT}
{/DOCUMENT}
_____________
dt 1413740
| |
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Full Doc
| 2002 |
Corporate Agreement
Corporate Agreement (59K)
Doc #201885: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (Agreement) is entered into as of , 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (Constar), and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (Crown).
RECITALS
A. Crown owns all of the issued and outstanding Common Stock of Constar.
B. Crown and Constar are contemplating that an initial public offering will be made of the capital stock of Constar (the Initial Public Offering).
C. The parties desire to enter into this Agreement to set forth their agreement regarding allocation of liabilities, certain releases from liabilities, indemnification and other matters.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Constar and Crown, for themselves and their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions.
As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described:
Action means any claim, suit, action, arbitration, inquiry, investigation or other proceeding of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Governmental Entity.
Actual Recovery has the meaning ascribed thereto in Section 5.3(d).
Affiliate means, with respect to a given Person, any Person controlling, controlled by or under common control with such Person; provided, however, that in no event shall (i) any of the Crown Entities be deemed to be Affiliates of any of the Constar Entities and (ii) any of the Constar Entities be deemed to be Affiliates of any of the Crown Entities.
Agreement has the meaning ascribed thereto in the preamble hereto.
Ancillary Agreements means the Alsip Lease Agreement, the Benefits Allocation Agreement, the Closures Patent License Agreement, the FABA Supply Agreement, the Newark Component Supply and Lease of Related Assets Agreement, the Non-Competition Agreement, the Philadelphia Lease Agreement, the License and Royalty Sharing Agreement, the Research and Development Agreement, the Salt Lake City PET Products Supply and Lease of Related Assets Agreement, the Tax Sharing and Indemnification Agreement, the Technical Services Agreement, the Transition Services Agreement, the Voghera PET Preform Supply and Lease of Related Assets Agreement and all other agreements entered into between any Constar Entity and any Crown Entity in connection with the Initial Public Offering.
Alsip Lease Agreement means the Alsip Lease Agreement, dated as of , 2002, between Crown Cork & Seal Technologies Corporation and Constar, Inc.
Benefits Allocation Agreement means the Benefits Allocation Agreement, dated as of , 2002, between Constar and Crown.
Closures Patent License Agreement means the Closures Patent License Agreement, dated as of , 2002, between Crown Cork & Seal Technologies Corporation and Constar International UK Limited.
Common Advisors has the meaning ascribed thereto in Section 2.1(a).
Confidential Information has the meaning ascribed thereto in Section 3.1(a).
Constar has the meaning ascribed thereto in the preamble hereto.
Constar Board means the Board of Directors of Constar.
Constar Bylaws means the bylaws of Constar, as amended.
Constar Charter means the certificate of incorporation of Constar, as amended.
Constar Entities means (i) Constar, (ii) Constar, Inc., (iii) Constar International UK Limited, (iv) Constar International Holland (Plastics) B.V., (v) Constar Plastics of Italy S.R.L., (vi) Constar Plastics, LLC, (vii) Constar Ambalaj Sanayi Ve Ticaret A.S., (viii) DT, Inc., (ix) BFF Inc., (x) Constar Foreign Holdings, Inc., (xi) any Constar Equity-Interest Entities and (xii) entities which become Affiliates of Constar after the completion of the Initial Public Offering, other than solely by becoming Affiliates of Crown; and Constar Entity means any of the Constar Entities. Constar Entities shall not include Crown.
Constar Entity Liabilities means all Liabilities, whether arising before, at or after the Initial Public Offering Date, (i) of or in any way relating, in whole or in part, to any Constar Entity, including, without limitation, all Liabilities relating, in whole or in part, to any asset owned by a Constar Entity as of the Initial Public Offering Date after giving effect to the
201885
|
Constar Int'l
As referenced in this Corporate Agreement:
constar international – nbsp; , 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (Constar), and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (
constar international – nbsp; , 2002, between Crown Cork & Seal Technologies Corporation and Constar International UK Limited.
Common Advisors has the meaning ascribed thereto in Section 2.1(a).
&
constar international – incorporation of Constar, as amended.
Constar Entities means (i) Constar, (ii) Constar, Inc., (iii) Constar International UK Limited, (iv) Constar International Holland (Plastics) B.V., (v) Constar Plastics of Italy S.
constar international – nbsp;
Constar Entities means (i) Constar, (ii) Constar, Inc., (iii) Constar International UK Limited, (iv) Constar International Holland (Plastics) B.V., (v) Constar Plastics of Italy S.R.L., (vi) Constar Plastics,
constar international – the parties hereto have executed this Agreement the day and year first above written.
CONSTAR INTERNATIONAL INC.
By: &
dt 5916
;
| |
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Full Doc
| 2002 |
Corporate Agreement [Amended and Restated]
Corporate Agreement [Amended and Restated] (139K)
Doc #373863: Click preview link for longer preview.
AMENDED AND RESTATED CORPORATE AGREEMENT
THIS AMENDED AND RESTATED CORPORATE AGREEMENT (the
"Agreement") is entered into as of June 9, 2002 by and between REUTERS LIMITED,
a company organized under the laws of England and Wales ("Reuters"), and
INSTINET GROUP INCORPORATED, a Delaware corporation ("Instinet").
RECITALS
WHEREAS, Reuters and Instinet have entered into the Corporate
Agreement, dated as of May 17, 2001 (the "Existing Corporate Agreement").
WHEREAS, Instinet, Island Holding Company, Inc., a Delaware
corporation ("Island") and Instinet Merger Corporation, a Delaware corporation
and a wholly-owned subsidiary of Instinet, have entered into an Agreement and
Plan of Merger, dated as of the date hereof (as it may be amended, supplemented
or otherwise modified from time to time, the "Merger Agreement").
WHEREAS, Instinet, Reuters, Reuters C Corp., Reuters Holdings
Switzerland SA, the Island Stockholders and Edward Nicoll have entered into the
Island Stockholders Agreement in connection with the transactions contemplated
by the Merger Agreement.
WHEREAS, the Merger Agreement contemplates that Instinet,
Reuters (and/or one or more of its Affiliates), the Island Stockholders,
Finanzas B.V. and certain additional stockholders of Instinet, if any, party
thereto will enter into a registration rights agreement (the "Registration
Rights Agreement") setting forth certain registration rights with respect to
securities of Instinet held or to be held by the parties thereto, such
registration rights to supercede the registration rights granted to Reuters
under this Agreement for so long as the Registration Rights Agreement is in
effect.
WHEREAS, Reuters and Instinet desire to enter into this
amendment and restatement of the Existing Corporate Agreement in connection with
the transactions contemplated by the Merger Agreement, as an inducement to the
entry by Island into the Merger Agreement and to the entry by the Island
Stockholders into the Island Stockholders Agreement and in order to redefine
their agreement regarding certain corporate governance matters, certain
registration rights with respect to the Registrable Securities and certain other
matters with respect to the on-going relationship between Instinet and Reuters.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Reuters and Instinet,
for themselves and their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement, the following
terms will have the following meanings, applicable both to the singular and the
plural forms of the terms described:
"Affiliate" means, with respect to a given Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to vote forty percent (40%) or more of the
securities having voting power for the election of directors (or other Persons
acting in similar capacities) of such Person or otherwise to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Affiliated Reuters Directors" means at any applicable time,
those members of the Board of Directors who then fail to qualify as Nasdaq
Independent Directors due to their relationship with a Reuters Entity.
"Agreement" has the meaning ascribed thereto in the preamble
hereto, as such agreement may be amended and supplemented from time to time in
accordance with its terms.
"Announcement Date" shall mean, with respect to any action,
event or transaction described in Section 2.4, the earliest to occur of the
taking of such action, occurrence of such event or final agreement on the terms
of any such transaction (as applicable).
"Board of Directors" means the board of directors of Instinet.
"Business Day" means any day other than a Saturday, Sunday or
any day on which banking institutions are authorized or obligated by law or
executive order to be closed in London or New York.
"Cash Equivalents" means (i) United States dollars, Japanese
Yen, Euros and British Pounds Sterling (and foreign currency exchangeable into
such currencies within 30 days), (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
{PAGE}
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than
thirty-six months from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of twelve months or less from the
date of acquisition, bankers' acceptances with maturities not exceeding twelve
months and overnight bank deposits, in each case with any domestic commercial
bank having a long term credit rating of A3 or higher from Moody's Investors
Service, Inc. or A- or higher from Standard & Poor's Corporation, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified in clause
(iii) above and (v) commercial paper or similar short term securities having one
of the two highest ratings obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within twelve months
after the date of acquisition.
"Common Stock" means the common stock, par value $0.01 per
share, of Instinet, and any other class of Instinet's capital stock representing
the right to vote generally for the election of directors.
"Covered Transaction" has the meaning ascribed thereto in
Section 2.1.
"Delaware 203" means Section 203 of the Delaware General
Corporation Law, as in effect from time to time.
"Effective Time" has the meaning ascribed thereto in the
Merger Agreement.
"Exchange" has the meaning ascribed thereto in Section 2.5(a)
"Exchange Act" has the meaning ascribed thereto in Section
3.10.
"Existing Corporate Agreement" has the meaning ascribed
thereto in the preamble hereto.
"Holder" means the Reuters Entities and any Transferee.
"Holder Securities" has the meaning ascribed thereto in
Section 3.2(c).
"Holders' Representative" means Reuters or any other Holder
designated by Reuters as a Holders' Representative.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or bankers'
acceptances or representing capital lease obligations or the balance deferred
and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing (other than letters of credit and hedging obligations) would appear as
a liability upon a balance sheet of such Person prepared in accordance with US
GAAP, as well as all Indebtedness of others secured by a lien on any asset of
such Person (whether or not such Indebtedness is assumed by such Person) and, to
the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person. The amount of any Indebtedness outstanding as
of any date shall be (i) the accreted value thereof, in the case of any
Indebtedness issued with original issue discount, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.
"Instinet" has the meaning ascribed thereto in the preamble
hereto.
"Instinet Entities" means Instinet Parent, Instinet and their
respective Subsidiaries from time to time, and "Instinet Entity" shall mean any
of the Instinet Entities; provided, however, in each case, that any such
373863
|
Reuters Group
As referenced in this Corporate Agreement [Amended and Restated]:
Reuters Group PLC. – such time as such Person no
longer is a Subsidiary of the Reuters Parent.
"Reuters Parent" means the ultimate parent entity from time to
time, of Reuters, which is currently Reuters Group PLC.
"Reuters Trust Principles" has the meaning used in the
Memorandum of Association of Reuters Founders Share Company Limited, a company
organized under the laws of England and Wales.
"Rule
_____________
dt 1521712
;
|
 Cleary Gottlieb
As referenced in this Corporate Agreement [Amended and Restated]:
Cleary, Gottlieb – b)) above, addressed as follows:
(a) if to Instinet, to:
Instinet Group Incorporated
Three Times Square
10th Floor
Attention: General Counsel
Telecopy No.: 646-223-9017
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, N.Y. 10006
Attention: Yvette P. Teofan, Esq.
Telecopy No.: 212-225-3999
(b) If to Reuters, to:
Reuters Limited
85 Fleet
_____________
dt 1401656
;
Simpson Thacher
As referenced in this Corporate Agreement [Amended and Restated]:
Simpson Thacher – 542-5896
with a copy to:
Reuters America Inc.
The Reuters Building
3 Times Square
New York, New York 10036
Attention: General Counsel
Telecopy No: 646-223-4250
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Vince Pagano, Esq.
William E. Curbow, Esq.
Telecopy No.: 212-455-2502
or to such other addresses or telecopy
_____________
dt 1529163
|
Preview
Full Doc
| 2002 |
Corporate Agreement [Amended and Restated]
Corporate Agreement [Amended and Restated] (138K)
Doc #373883: Click preview link for longer preview.
AMENDED AND RESTATED CORPORATE AGREEMENT
THIS AMENDED AND RESTATED CORPORATE AGREEMENT (the
"Agreement") is entered into as of June 9, 2002 by and between REUTERS LIMITED,
a company organized under the laws of England and Wales ("Reuters"), and
INSTINET GROUP INCORPORATED, a Delaware corporation ("Instinet").
RECITALS
WHEREAS, Reuters and Instinet have entered into the Corporate
Agreement, dated as of May 17, 2001 (the "Existing Corporate Agreement").
WHEREAS, Instinet, Island Holding Company, Inc., a Delaware
corporation ("Island") and Daiquiri Merger Corporation, a Delaware corporation
and a wholly-owned subsidiary of Instinet, have entered into an Agreement and
Plan of Merger, dated as of the date hereof (as it may be amended, supplemented
or otherwise modified from time to time, the "Merger Agreement").
WHEREAS, Instinet, Reuters, Reuters C Corp., Reuters Holdings
Switzerland SA, the Island Stockholders and Edward Nicoll have entered into the
Island Stockholders Agreement in connection with the transactions contemplated
by the Merger Agreement.
WHEREAS, the Merger Agreement contemplates that Instinet,
Reuters (and/or one or more of its Affiliates), the Island Stockholders,
Finanzas B.V. and certain additional stockholders of Instinet, if any, party
thereto will enter into a registration rights agreement (the "Registration
Rights Agreement") setting forth certain registration rights with respect to
securities of Instinet held or to be held by the parties thereto, such
registration rights to supercede the registration rights granted to Reuters
under this Agreement for so long as the Registration Rights Agreement is in
effect.
WHEREAS, Reuters and Instinet desire to enter into this
amendment and restatement of the Existing Corporate Agreement in connection with
the transactions contemplated by the Merger Agreement, as an inducement to the
entry by Island into the Merger Agreement and to the entry by the Island
Stockholders into the Island Stockholders Agreement and in order to redefine
their agreement regarding certain corporate governance matters, certain
registration rights with respect to the Registrable Securities and certain other
matters with respect to the on-going relationship between Instinet and Reuters.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Reuters and Instinet,
for themselves and their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement, the following
terms will have the following meanings, applicable both to the singular and the
plural forms of the terms described:
"Affiliate" means, with respect to a given Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to vote forty percent (40%) or more of the
securities having voting power for the election of directors (or other Persons
acting in similar capacities) of such Person or otherwise to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Affiliated Reuters Directors" means at any applicable time,
those members of the Board of Directors who then fail to qualify as Nasdaq
Independent Directors due to their relationship with a Reuters Entity.
"Agreement" has the meaning ascribed thereto in the preamble
hereto, as such agreement may be amended and supplemented from time to time in
accordance with its terms.
"Announcement Date" shall mean, with respect to any action,
event or transaction described in Section 2.4, the earliest to occur of the
taking of such action, occurrence of such event or final agreement on the terms
of any such transaction (as applicable).
"Board of Directors" means the board of directors of Instinet.
"Business Day" means any day other than a Saturday, Sunday or
any day on which banking institutions are authorized or obligated by law or
executive order to be closed in London or New York.
"Cash Equivalents" means (i) United States dollars, Japanese
Yen, Euros and British Pounds Sterling (and foreign currency exchangeable into
such currencies within 30 days), (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than
thirty-six months from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of twelve months or less from the
date of acquisition, bankers' acceptances with maturities not exceeding twelve
months and overnight bank deposits, in each case with any domestic commercial
bank having a long term credit rating of A3 or higher from Moody's Investors
Service, Inc. or A- or higher from Standard & Poor's Corporation, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified in clause
(iii) above and (v) commercial paper or similar short term securities having one
of the two highest ratings obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within twelve months
after the date of acquisition.
"Common Stock" means the common stock, par value $0.01 per
share, of Instinet, and any other class of Instinet's capital stock representing
the right to vote generally for the election of directors.
"Covered Transaction" has the meaning ascribed thereto in
Section 2.1.
"Delaware 203" means Section 203 of the Delaware General
Corporation Law, as in effect from time to time.
"Effective Time" has the meaning ascribed thereto in the
Merger Agreement.
"Exchange" has the meaning ascribed thereto in Section 2.5(a)
"Exchange Act" has the meaning ascribed thereto in Section
3.10.
"Existing Corporate Agreement" has the meaning ascribed
thereto in the preamble hereto.
"Holder" means the Reuters Entities and any Transferee.
"Holder Securities" has the meaning ascribed thereto in
Section 3.2(c)
"Holders' Representative" means Reuters or any other Holder
designated by Reuters as a Holders' Representative.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or bankers'
acceptances or representing capital lease obligations or the balance deferred
and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing (other than letters of credit and hedging obligations) would appear as
a liability upon a balance sheet of such Person prepared in accordance with US
GAAP, as well as all Indebtedness of others secured by a lien on any asset of
such Person (whether or not such Indebtedness is assumed by such Person) and, to
the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person. The amount of any Indebtedness outstanding as
of any date shall be (i) the accreted value thereof, in the case of any
Indebtedness issued with original issue discount, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.
"Instinet" has the meaning ascribed thereto in the preamble
hereto.
"Instinet Entities" means Instinet Parent, Instinet and their
respective Subsidiaries from time to time, and "Instinet Entity" shall mean any
of the Instinet Entities; provided, however, in each case, that any such
373883
|
Reuters Group
As referenced in this Corporate Agreement [Amended and Restated]:
Reuters Group PLC. – such time as such Person no
longer is a Subsidiary of the Reuters Parent.
"Reuters Parent" means the ultimate parent entity from time to
time, of Reuters, which is currently Reuters Group PLC.
"Reuters Trust Principles" has the meaning used in the
Memorandum of Association of Reuters Founders Share Company Limited, a company
organized under the laws of England and Wales.
"Rule
_____________
dt 1521716
;
|
Cleary Gottlieb
As referenced in this Corporate Agreement [Amended and Restated]:
Cleary, Gottlieb – b)) above, addressed as follows:
(a) if to Instinet, to:
Instinet Group Incorporated
Three Times Square
10th Floor
Attention: General Counsel
Telecopy No.: 646-223-9017
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, N.Y. 10006
Attention: Yvette P. Teofan, Esq.
Telecopy No.: 212-225-3999
(b) If to Reuters, to:
Reuters Limited
85 Fleet
_____________
dt 1401661
;
Simpson Thacher
As referenced in this Corporate Agreement [Amended and Restated]:
Simpson Thacher – 542-5896
with a copy to:
Reuters America Inc.
The Reuters Building
3 Times Square
New York, New York 10036
Attention: General Counsel
Telecopy No: 646-223-4250
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Vince Pagano, Esq.
William E. Curbow, Esq.
Telecopy No.: 212-455-2502
or to such other addresses or telecopy
_____________
dt 1529166
|
Preview
Full Doc
| 2001 |
Corporate Agreement
Corporate Agreement (119K)
Doc #373930: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (the "Agreement") is entered into as
of May 17, 2001 by and between REUTERS LIMITED, a company organized under the
laws of England and Wales ("Reuters"), and INSTINET GROUP INCORPORATED, a
Delaware corporation ("Instinet").
RECITALS
WHEREAS, the parties are contemplating the possibility that
Instinet will issue shares of common stock in an initial public offering (the
"Initial Public Offering") registered under the Securities Act.
WHEREAS, the parties desire to enter into this Agreement to
set forth their agreement regarding certain corporate governance matters,
certain registration rights with respect to the Registrable Securities and
certain other matters with respect to the on-going relationship between Instinet
and Reuters.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Reuters and Instinet,
for themselves and their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement, the following
terms will have the following meanings, applicable both to the singular and the
plural forms of the terms described:
"Affiliate" means, with respect to a given Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to vote forty percent (40%) or more of the
securities having voting power for the election of directors (or other Persons
acting in similar capacities) of such Person or otherwise to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agreement" has the meaning ascribed thereto in the preamble
hereto, as such agreement may be amended and supplemented from time to time in
accordance with its terms.
"Board of Directors" means the board of directors of Instinet.
1
{PAGE} 2
"Business Day" means any day other than a Saturday, Sunday or
any day on which banking institutions are authorized or obligated by law or
executive order to be closed in London or New York.
"Cash Equivalents" means (i) United States dollars, Japanese
Yen, Euros and British Pounds Sterling (and foreign currency exchangeable into
such currencies within 30 days), (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than
thirty-six months from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of twelve months or less from the
date of acquisition, bankers' acceptances with maturities not exceeding twelve
months and overnight bank deposits, in each case with any domestic commercial
bank having a long term credit rating of A3 or higher from Moody's Investors
Service, Inc. or A- or higher from Standard & Poor's Corporation, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified in clause
(iii) above and (v) commercial paper or similar short term securities having one
of the two highest ratings obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within twelve months
after the date of acquisition.
"Common Stock" means the common stock, par value $0.01 per
share, of Instinet, and any other class of Instinet's capital stock representing
the right to vote generally for the election of directors.
"Covered Transaction" has the meaning ascribed thereto in
Section 2.1.
"Delaware 203" means Section 203 of the Delaware General
Corporation Law, as in effect from time to time.
"Exchange Act" has the meaning ascribed thereto in Section
3.10.
"Holder" means the Reuters Entities and any Transferee.
"Holder Securities" has the meaning ascribed thereto in Section
3.2(c)
"Holders' Representative" means Reuters or any other Holder
designated by Reuters as a Holders' Representative.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or bankers'
acceptances or representing capital lease obligations or the balance deferred
and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing (other than letters of
2
{PAGE} 3
credit and hedging obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with US GAAP, as well as all Indebtedness
of others secured by a lien on any asset of such Person (whether or not such
Indebtedness is assumed by such Person) and, to the extent not otherwise
included, the guarantee by such Person of any indebtedness of any other Person.
The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.
"Initial Public Offering" has the meaning ascribed thereto in
the recitals hereto.
"Initial Public Offering Date" means the date of completion of
the initial sale of Common Stock in the Initial Public Offering.
"Instinet" has the meaning ascribed thereto in the preamble
hereto.
"Instinet Entities" means Instinet Parent, Instinet and their
respective Subsidiaries from time to time, and "Instinet Entity" shall mean any
of the Instinet Entities; provided, however, in each case, that any such
Instinet Entity shall cease to be an "Instinet Entity" under this Agreement at
such time as such Person no longer is a Subsidiary of Instinet Parent or
Instinet, as the case may be.
"Instinet Parent" means any Person who succeeds Instinet as
the parent corporation of the Instinet Entities as a result of a corporate
reorganization, merger or otherwise.
"Instinet Securities" has the meaning ascribed thereto in
Section 3.2(c).
373930
|
Reuters Group
As referenced in this Corporate Agreement:
Reuters Group PLC. – such time as such Person no
longer is a Subsidiary of the Reuters Parent.
"Reuters Parent" means the ultimate parent entity from time to
time, of Reuters, which is currently Reuters Group PLC.
5
{PAGE} 6
"Reuters Trust Principles" has the meaning used in the
Memorandum of Association of Reuters Founders Share Company Limited, a company
organized under the laws of England
_____________
dt 1521718
;
|
Cleary Gottlieb
As referenced in this Corporate Agreement:
Cleary, Gottlieb – b)) above, addressed as follows:
(a) if to Instinet, to:
Instinet Group Incorporated
Three Times Square
10th Floor
Attention: General Counsel
Telecopy No.: 646-223-9017
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, N.Y. 10006
30
{PAGE} 31
Attention: Alan L. Beller, Esq.
Telecopy No.: 212-225-3999
(b) If to Reuters, to:
Reuters
_____________
dt 1401669
;
Simpson Thacher
As referenced in this Corporate Agreement:
Simpson Thacher – 542-5896
with a copy to:
Reuters America Inc.
The Reuters Building
3 Times Square
New York, New York 10036
Attention: General Counsel
Telecopy No: 646-223-4250
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Vince Pagano, Esq.
Telecopy No.: 212-455-2502
or to such other addresses or telecopy numbers as may be
_____________
dt 1529169
|
Preview
Full Doc
| 2001 |
Corporate Agreement
Corporate Agreement (118K)
Doc #373963: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (the "Agreement") is entered into as of May
____, 2001 by and between REUTERS LIMITED, a company organized under the laws of
England and Wales ("Reuters"), and INSTINET GROUP INCORPORATED, a Delaware
corporation ("Instinet").
RECITALS
WHEREAS, the parties are contemplating the possibility that Instinet
will issue shares of common stock in an initial public offering (the "Initial
Public Offering") registered under the Securities Act.
WHEREAS, the parties desire to enter into this Agreement to set
forth their agreement regarding certain corporate governance matters, certain
registration rights with respect to the Registrable Securities and certain other
matters with respect to the on-going relationship between Instinet and Reuters.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Reuters and Instinet, for
themselves and their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement, the following terms
will have the following meanings, applicable both to the singular and the plural
forms of the terms described:
"Affiliate" means, with respect to a given Person, any other Person
that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to vote forty percent (40%) or more of the
securities having voting power for the election of directors (or other Persons
acting in similar capacities) of such Person or otherwise to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agreement" has the meaning ascribed thereto in the preamble hereto,
as such agreement may be amended and supplemented from time to time in
accordance with its terms.
"Board of Directors" means the board of directors of Instinet.
"Business Day" means any day other than a Saturday, Sunday or any
day on which banking institutions are authorized or obligated by law or
executive order to be closed in London or New York.
{PAGE} 2
2
"Cash Equivalents" means (i) United States dollars, Japanese Yen,
Euros and British Pounds Sterling (and foreign currency exchangeable into such
currencies within 30 days), (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than
thirty-six months from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of twelve months or less from the
date of acquisition, bankers' acceptances with maturities not exceeding twelve
months and overnight bank deposits, in each case with any domestic commercial
bank having a long term credit rating of A3 or higher from Moody's Investors
Service, Inc. or A- or higher from Standard & Poor's Corporation, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified in clause
(iii) above and (v) commercial paper or similar short term securities having one
of the two highest ratings obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within twelve months
after the date of acquisition.
"Common Stock" means the common stock, par value $0.01 per share, of
Instinet, and any other class of Instinet's capital stock representing the right
to vote generally for the election of directors.
"Covered Transaction" has the meaning ascribed thereto in Section
2.1.
"Delaware 203" means Section 203 of the Delaware General Corporation
Law, as in effect from time to time.
"Exchange Act" has the meaning ascribed thereto in Section 3.10.
"Holder" means the Reuters Entities and any Transferee.
"Holder Securities" has the meaning ascribed thereto in Section
3.2(c)
"Holders' Representative" means Reuters or any other Holder
designated by Reuters as a Holders' Representative.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers' acceptances
or representing capital lease obligations or the balance deferred and unpaid of
the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable, if and to the extent any of the foregoing
(other than letters of credit and hedging obligations) would appear as a
liability upon a balance sheet of such Person prepared in accordance with US
GAAP, as well as all Indebtedness of others secured by a lien on any asset of
such Person (whether or not such Indebtedness is assumed by such Person) and, to
the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person. The amount of any Indebtedness outstanding as
of any date shall be (i) the accreted value
{PAGE} 3
3
thereof, in the case of any Indebtedness issued with original issue discount,
and (ii) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.
"Initial Public Offering" has the meaning ascribed thereto in the
recitals hereto.
"Initial Public Offering Date" means the date of completion of the
initial sale of Common Stock in the Initial Public Offering.
"Instinet" has the meaning ascribed thereto in the preamble hereto.
"Instinet Entities" means Instinet Parent, Instinet and their
respective Subsidiaries from time to time, and "Instinet Entity" shall mean any
of the Instinet Entities; provided, however, in each case, that any such
Instinet Entity shall cease to be an "Instinet Entity" under this Agreement at
such time as such Person no longer is a Subsidiary of Instinet Parent or
Instinet, as the case may be.
"Instinet Parent" means any Person who succeeds Instinet as the
parent corporation of the Instinet Entities as a result of a corporate
reorganization, merger or otherwise.
"Instinet Securities" has the meaning ascribed thereto in Section
373963
|
Reuters Group
As referenced in this Corporate Agreement:
Reuters Group PLC. – such time as such Person no longer is a
Subsidiary of the Reuters Parent.
"Reuters Parent" means the ultimate parent entity from time to time,
of Reuters, which is currently Reuters Group PLC.
"Reuters Trust Principles" has the meaning used in the Memorandum of
Association of Reuters Founders Share Company Limited, a company organized under
the laws of England and Wales.
"Rule
_____________
dt 1521722
;
|
Cleary Gottlieb
As referenced in this Corporate Agreement:
Cleary, Gottlieb – addressed as follows:
(a) if to Instinet, to:
Instinet Corporation
Three Times Square
10th Floor
{PAGE} 30
30
Attention: General Counsel
Telecopy No.: 646-223-9017
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, N.Y. 10006
Attention: Alan L. Beller, Esq.
Telecopy No.: 212-225-3999
(b) If to Reuters, to:
Reuters Limited
85 Fleet
_____________
dt 1401673
;
Simpson Thacher
As referenced in this Corporate Agreement:
Simpson Thacher – 542-5896
with a copy to:
Reuters America Inc.
The Reuters Building
3 Times Square
New York, New York 10036
Attention: General Counsel
Telecopy No: 646-223-4250
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Vince Pagano, Esq.
Telecopy No.: 212-455-2502
or to such other addresses or telecopy numbers as may be
_____________
dt 1529170
|
Preview
Full Doc
| 2001 |
Corporate Agreement
Corporate Agreement (30K)
Doc #398555: Click preview link for longer preview.
PREMIER PURCHASING PARTNERS, L.P.
--------------------------------------------------------------------------------
CORPORATE AGREEMENT
--------------------------------------------------------------------------------
COVER SHEET
1. The "Parties" to this Corporate Agreement are:
Premier Purchasing Partners, L.P. American Pharmaceutical Partners, Inc.
("Purchasing Partners") ("Seller")
Three Westbrook Corporate Center 2825 Santa Monica Blvd.
Ninth Floor Santa Monica, CA 90404
Westchester, IL 60154-5735
Attention: Senior Vice President Attention: Jeffrey Yordon
(708) 409-4100 (310) 264-7768
(708) 409-3499 (fax) (310) 254-7775 (fax)
2. Effective Date: December 12, 1997
3. Expiration Date: December 11, 2003
4. Term of Agreement: 72 months
This Corporate Agreement (the "Agreement") is comprised of the following
documents and is entered into by the Parties effective as of the Effective Date
set forth in Item 2 above:
i. This Cover Sheet;
ii. The attached Premier Purchasing Partners Standard Terms and
Conditions;
iii. The attached Additional Terms and Conditions (if any); and
PREMIER PURCHASING PARTNERS, L.P. AMERICAN PHARMACEUTICAL
PARTNERS, INC.
("Seller")
By: PREMIER PLANS, INC.,
Its General Partner
By:______________________ By:_______________________
Printed Name:____________ Printed Name:_____________
Title:___________________ Title:____________________
By: /s/ James M. Garvey
-------------------
Printed Name: James M. Garvey
---------------
Title: Chief Operating Officer
-----------------------
C-1
{PAGE}
PREMIER PURCHASING PARTNERS
STANDARD TERMS AND CONDITIONS
----------------------------------------------------------------------
CORPORATE AGREEMENT
----------------------------------------------------------------------
WHEREAS, Purchasing Partners is an affiliate of Premier, Inc.
("Premier"), the nation's largest alliance of hospitals and health care
organizations:
WHEREAS, Premier's core objective is to improve the health of
communities;
WHEREAS, such core objective as well as the objective of helping to
assure that patients receive safe and efficacious care can be accomplished, in
part, by achieving economies of scale and innovations through group strategies
and shared resources;
WHEREAS, group purchasing is a fundamental way hospitals and health
systems cooperate to reduce the costs of providing health services;
WHEREAS, Premier desires to effectively achieve such cost reduction
while maintaining the quality of purchased supplies and services through pooling
and committing the large purchasing volume of Premier members;
WHEREAS, Premier's group purchasing program which is the world's
largest health care group purchasing program, is operated by Purchasing
Partners;
WHEREAS, Seller has offered to provide products and services to the
Premier membership consistent with the terms of this Agreement;
NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and sufficient consideration, the receipt and adequacy of
which is hereby acknowledged, the Parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement will remain in effect for the period of
-----------------
time set forth in Item 4 of the Cover Sheet.
2. GROUP PURCHASING AGREEMENT. Concurrent with the execution of this
--------------------------
Agreement, Seller and Purchasing Partners will enter into separate Group
Purchasing Agreement describing the product categories to be sold by Seller as
part of Purchasing Partners' group purchasing program. Such Group Purchasing
Agreement shall include, without limitation, provisions defining which Premier
members are entitled to purchase Seller's products ("Participating Members"),
the products to be sold (the "Products") and products pricing, Purchasing
Partners' administrative fee, sales volume reporting, sales documentation, as
well as other standard Purchasing Partners terms and conditions.
3. CORPORATE PARTNERS. Pursuant to this Agreement, Seller shall be designated
------------------
as a "Corporate Partner" of Purchasing Partners.
4. INDEMNIFICATION. Seller hereby agrees to indemnify, defend and hold
---------------
harmless Purchasing Partners and each Participating Member and their respective
directors, officers, employees, agents and insurers from and against any and all
claims, demands, actions, losses, expenses, damages, liabilities, costs
(including, without limitation, interest, penalties and reasonable attorneys'
fees) and judgments arising out of: (a) bodily injury, property damage or any
other damage or injury caused by any of the Products, and (b) the acts omissions
of Seller and its employees and agents acting under its control or supervision.
Purchasing Partners hereby agrees to indemnify, defend and hold harmless Seller
and its directors, officers, employees, agents and insurers from and against any
and all claims, demands, actions, losses, expenses, damages, liabilities, costs
(including, without limitation, interest, penalties and reasonable attorneys'
fees) and judgments arising out of the acts or omissions of Purchasing Partners
and its employees and agents acting under its control or supervision.
5. TERMINATION.
-----------
5.1 Termination for Breach. In the event of breach of any provision of
----------------------
this Agreement, the non-breaching party shall notify the breaching party in
writing of the specific nature of the breach and shall request that it be cured.
If the breaching party does not cure the breach within thirty (30) days of such
notice, the non-breaching party may immediately terminate this Agreement on
written notice to the breaching party, and such termination shall not preclude
the non-breaching party from pursuing any and all remedies available to it at
law or in equity.
5.2 Termination Without Cause. Following July 1, 2001, either party may
-------------------------
terminate this Agreement at any time without cause or penalty upon providing
the other party with ninety (90) days' advance written notice.
5.3 Automatic Termination. Notwithstanding the foregoing, this Agreement
---------------------
shall automatically terminate in the event there are no Group Purchasing
Agreements in effect between Seller and Purchasing Partners.
5.4 Survival. The following Sections and Articles of this Agreement shall
--------
survive the expiration or termination of this Agreement: (i) the indemnification
undertakings contained in Article 4.0; (ii) the confidentiality undertakings
contained in Article 6.0; (iii) the rights and limitations on assignment
contained in Sections 8.4 and 8.10; (iv) the governing law and venue provisions
contained in Section 8.1; and (v) the reasonable attorneys' fees provided for in
Section 8.9.
6. CONFIDENTIALITY.
---------------
6.1 Confidential Information. For the purpose of this Agreement,
398555
|
APP
As referenced in this Corporate Agreement:
American Pharmaceutical Partners, Inc – DECEMBER 12, 1997
{TEXT}
{PAGE}
Exhibit 10.16
PREMIER PURCHASING PARTNERS, L.P.
--------------------------------------------------------------------------------
CORPORATE AGREEMENT
--------------------------------------------------------------------------------
COVER SHEET
1. The "Parties" to this Corporate Agreement are:
Premier Purchasing Partners, L.P. American Pharmaceutical Partners, Inc .
("Purchasing Partners") ("Seller")
Three Westbrook Corporate Center 2825 Santa Monica Blvd.
Ninth Floor Santa Monica, CA 90404
Westchester, IL 60154-5735
Attention: Senior Vice President Attention: Jeffrey Yordon
(708)
_____________
AMERICAN PHARMACEUTICAL
PARTNERS, INC – above:
i. This Cover Sheet;
ii. The attached Premier Purchasing Partners Standard Terms and
Conditions;
iii. The attached Additional Terms and Conditions (if any); and
PREMIER PURCHASING PARTNERS, L.P. AMERICAN PHARMACEUTICAL
PARTNERS, INC .
("Seller")
By: PREMIER PLANS, INC.,
Its General Partner
By:______________________ By:_______________________
Printed Name:____________ Printed Name:_____________
Title:___________________ Title:____________________
By: /s/ James M. Garvey
-------------------
Printed Name:
_____________
American Pharmaceutical Partners, Inc – Amendment") is entered into effective October 19,
2001 (the "Effective Date") and shall amend and modify the Corporate Agreement
by and between Premier Purchasing Partners, L.P. ("Purchasing Partners") and
American Pharmaceutical Partners, Inc . ("Seller") dated effective December 12,
1997 (the "Agreement") as follows:
1. Deletion of Termination Without Cause. Section 5.2 of the Agreement
-------------------------------------
relating to termination without cause is hereby
_____________
American Pharmaceutical Partners, Inc – in full force and effect.
This Amendment is hereby executed as of the Effective Date by the parties'
authorized representatives set forth below.
PREMIER PURCHASING PARTNERS, L.P.
("Purchasing Partners") American Pharmaceutical Partners, Inc .
--------------------------------------
("Seller")
By: PREMIER PLANS, L.L.C.,
Its General Partner
By: /s/ Richard A. Norling By: /s/ Patrick Soon-Shiong, M.D.
----------------------------- ------------------------------------
Printed Name: Richard A. Norling Printed Name:
_____________
dt 1548433
| |
Preview
Full Doc
| 2001 |
Corporate Agreement
Corporate Agreement (62K)
Doc #442855: Click preview link for longer preview.
CORPORATE AGREEMENT
by and between
KRAFT FOODS INC.
and
PHILIP MORRIS COMPANIES INC.
June 12, 2001
TABLE OF CONTENTS
Page
. . .
442855
|
Kraft Foods
As referenced in this Corporate Agreement:
KRAFT FOODS INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}4
{FILENAME}dex101.txt
{DESCRIPTION}CORPORATE AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.1
------------
CORPORATE AGREEMENT
by and between
KRAFT FOODS INC .
and
PHILIP MORRIS COMPANIES INC.
June 12, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS.............................................................................................1
1.1. Definitions.........................................................................................1
1.2. Internal References.................................................................................
_____________
KRAFT FOODS INC – 11. Specific Performance..............................................................................17
APPENDIX I - REGISTRATION RIGHTS AGREEMENT......................................................................A1
{/TABLE}
ii
{PAGE}
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT ("Agreement") is entered into as of
June 12, 2001, by and between KRAFT FOODS INC ., a Virginia corporation
("Kraft"), and PHILIP MORRIS COMPANIES INC., a Virginia corporation ("Philip
Morris").
RECITALS
A. Philip Morris owns all of the issued and outstanding
Class B Common Stock,
_____________
Kraft Foods Inc – transmission (provided that a copy of any notice
delivered pursuant to this clause (c) shall also be sent pursuant to clause
(b)), addressed as follows:
(a) if to Kraft, to:
Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: General Counsel
With a copy to: Corporate Secretary
(b) if to Philip Morris, to:
Philip Morris Companies Inc.
120 Park Avenue
New
_____________
KRAFT FOODS INC – law or equity.
18
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
PHILIP MORRIS COMPANIES INC.
By: ______________________________
Name:
Title:
KRAFT FOODS INC .
By: ______________________________
Name:
Title:
19
{/TEXT}
{/DOCUMENT}
_____________
dt 1410344
| |
Preview
Full Doc
| 2001 |
Corporate Agreement
Corporate Agreement (62K)
Doc #442891: Click preview link for longer preview.
CORPORATE AGREEMENT
by and between
KRAFT FOODS INC.
and
PHILIP MORRIS COMPANIES INC.
_________________, 2001
TABLE OF CONTENTS
Page
. . .
442891
|
Kraft Foods
As referenced in this Corporate Agreement:
KRAFT FOODS INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}9
{FILENAME}dex101.txt
{DESCRIPTION}CORPORATE AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.1
------------
CORPORATE AGREEMENT
by and between
KRAFT FOODS INC .
and
PHILIP MORRIS COMPANIES INC.
_________________, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS.............................................................................................1
1.1. Definitions.........................................................................................1
1.2. Internal References.................................................................................6
_____________
KRAFT FOODS INC – 9.11. Specific Performance..............................................................................19
APPENDIX I - REGISTRATION RIGHTS AGREEMENT......................................................................A1
{/TABLE}
ii
{PAGE}
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT ("Agreement") is entered into as of
_______________, 2001 by and between KRAFT FOODS INC ., a Virginia corporation
("Kraft"), and PHILIP MORRIS COMPANIES INC., a Virginia corporation ("Philip
Morris").
RECITALS
A. Philip Morris owns all of the issued and outstanding
Class B Common Stock,
_____________
Kraft Foods Inc – transmission (provided that a copy of any notice
delivered pursuant to this clause (c) shall also be sent pursuant to clause
(b)), addressed as follows:
(a) if to Kraft, to:
Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: General Counsel
With a copy to: Corporate Secretary
Telecopy No.:
16
{PAGE}
(b) if to Philip Morris, to:
Philip Morris Companies Inc.
_____________
KRAFT FOODS INC – law or equity.
18
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
PHILIP MORRIS COMPANIES INC.
By: ______________________________
Name:
Title:
KRAFT FOODS INC .
By: ______________________________
Name:
Title:
19
{/TEXT}
{/DOCUMENT}
_____________
dt 1410348
| |
Preview
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| 2001 |
Corporate Agreement
Corporate Agreement (55K)
Doc #852989: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (the "Agreement") is entered into as
of November 5, 2001 by and between Weight Watchers International, Inc., a
Virginia corporation (the "Company"), and ARTAL LUXEMBOURG S.A., a Luxembourg
SOCIETE ANONYME ("Artal").
RECITALS
WHEREAS, Artal owns approximately 94% of the outstanding
Common Stock (as defined herein) of the Company.
WHEREAS, the Company has filed a registration statement . . .
852989
|
Weight Watchers Internati
As referenced in this Corporate Agreement:
Weight Watchers International, Inc – 10.36
<TEXT>
<Page>
1
Exhibit 10.36
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT (the "Agreement") is entered into as
of November 5, 2001 by and between Weight Watchers International, Inc ., a
Virginia corporation (the "Company"), and ARTAL LUXEMBOURG S.A., a Luxembourg
SOCIETE ANONYME ("Artal").
RECITALS
WHEREAS, Artal owns approximately 94% of the outstanding
Common Stock (as defined herein)
_____________
Weight Watchers International, Inc – copy of any notice
delivered pursuant to this clause (c) shall also be sent pursuant to clause (a)
or (b)) above, addressed as follows:
(a) if to the Company, to:
Weight Watchers International, Inc .
175 Crossways Park West
Woodbury, New York 11797-2055
Attention: General Counsel
Telecopy No.: 516-390-1795
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New
_____________
WEIGHT WATCHERS INTERNATIONAL, INC – party no longer has any rights or obligations hereunder.
<Page>
17
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
WEIGHT WATCHERS INTERNATIONAL, INC .
By: /s/ Robert W. Hollweg
-------------------------------
ARTAL LUXEMBOURG S.A.
By: /s/ Pol Kohler
--------------------------------
<Page>
EXHIBIT A
JOINDER
By execution of this Joinder, the undersigned agrees to become
_____________
Weight Watchers International, Inc – gt;
EXHIBIT A
JOINDER
By execution of this Joinder, the undersigned agrees to become
a party to that certain Corporate Agreement, dated as of November 5, 2001 (the
"Agreement"), between Weight Watchers International, Inc . and Artal Luxembourg
S.A. By execution of this Joinder, the undersigned shall have all the rights,
and shall observe all the obligations specified in Section 8.11 of
_____________
dt 1465471
;
|
Simpson Thacher
As referenced in this Corporate Agreement:
Simpson Thacher – if to the Company, to:
Weight Watchers International, Inc.
175 Crossways Park West
Woodbury, New York 11797-2055
Attention: General Counsel
Telecopy No.: 516-390-1795
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Rise Norman, Esq.
Telecopy No.: 212-455-2502
(b) If to Artal, to:
Artal Luxembourg S.A.
105
_____________
Simpson Thacher – 352-2242-5922
with a copy to:
The Invus Group, Ltd.
135 East 57th Street
New York, New York 10022
Attention: Sacha Lainovic
Telecopy No: 212-371-1829
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Rise Norman, Esq.
Telecopy No.: 212-455-2502
or to such other addresses or telecopy numbers as may
_____________
dt 1529345
|
Preview
Full Doc
| 2000 |
Corporate Agreement
Corporate Agreement (77K)
Doc #222657: Click preview link for longer preview.
CORPORATE AGREEMENT
THIS CORPORATE AGREEMENT, dated as of September 1, 2000 (this
"Agreement"), is by and between Pharmacia Corporation, a Delaware corporation
("Pharmacia"), and Monsanto Company, a Delaware corporation (the "Company").
Certain capitalized terms used herein are defined in Article VIII.
WHEREAS, the Company is currently a wholly-owned subsidiary of
Pharmacia, and Pharmacia and the Company contemplate that the Company will make
an initial public offering (the "IPO") of a portion of its common stock pursuant
to a registration statement on Form S-1 filed under the Securities Act;
WHEREAS, upon consummation of the IPO (the "IPO Closing Date"),
Pharmacia will own no less than 80.1% of the shares of Common Stock, par value
$.01 per share ("Common Stock"), of the Company outstanding on a Fully Diluted
Basis; and
WHEREAS, in connection with the IPO, the parties desire to enter
into this Agreement to provide Pharmacia with certain continuing shareholder
rights with respect to the Company following the IPO.
NOW, THEREFORE, in consideration of the above premises and mutual
agreements set forth in this Agreement and subject to the terms and conditions
stated herein, the parties hereby agree as follows:
ARTICLE I
PREEMPTIVE RIGHT
1.1 Grant of Preemptive Right.
-------------------------
The Company hereby grants to Pharmacia, on the terms and conditions
set forth herein, a continuing right, exercisable by Pharmacia, in whole or in
part, at any time and from time to time (the "Preemptive Right") to purchase
from the Company, at the times set forth herein, such number of shares of Common
Stock as is necessary to allow the Pharmacia Entities (as defined in Section 7.3
below) to own in the aggregate no less than 80.1% of the Company's outstanding
equity and voting power on a Fully Diluted Basis. The Preemptive Right shall be
assignable, in whole or in part and from time to time, by Pharmacia to any
Pharmacia Entity. The exercise price for the shares of Common Stock purchased
pursuant to the Preemptive Right shall be the volume-weighted average of the
prices per share of Common Stock for all trades reported on the New York Stock
Exchange, Inc. (the "NYSE") during the 20 consecutive trading days ending on
(and including) the trading day immediately prior to the date of delivery of the
related notice of exercise of the Preemptive Right by Pharmacia (or its
permitted assignee) to the Company, as reported by Bloomberg Financial Markets
(or such other source as the parties shall agree in writing), or in the case of
any public offering of Common Stock for cash, a price per share equal to the
initial public offering price per share in such offering, less underwriting
discounts and commissions per share. Consecutive trading days shall mean all
regularly
{PAGE}
scheduled NYSE trading days, whether or not shares of Common Stock actually
trade on such day.
1.2 Notice.
------
Not fewer than 20 Business Days prior to the issuance of any Equity
Securities that would cause the Pharmacia Entities to own less than 80.1% of the
Company's outstanding equity or voting power on a Fully Diluted Basis, the
Company will notify the chief financial officer or treasurer of Pharmacia in
writing delivered by facsimile with telephone confirmation (a "Preemptive Right
Notice"). Each Preemptive Right Notice must specify (i) the date on which the
Company proposes to issue such Equity Securities (such issuance being referred
to herein as an "Issuance Event" and the date of such issuance or event as an
"Issuance Event Date"), (ii) the number and type of Equity Securities the
Company proposes to issue and the other terms and conditions of such Issuance
Event and (iii) the number of shares of Common Stock that Pharmacia would have
to purchase in order for the Pharmacia Entities to own 80.1% of the Company's
outstanding equity or voting power on a Fully Diluted Basis after giving effect
to the proposed issuance of Equity Securities.
The Company shall not take any action that would cause the Pharmacia
Entities to own less than 80.1% of the Company's outstanding equity or voting
power on a Fully Diluted Basis prior to the 20th Business Day following the
receipt by the chief financial officer or treasurer of Pharmacia of a Preemptive
Right Notice relating thereto.
1.3 Preemptive Right Exercise and Price.
-----------------------------------
The Preemptive Right may be exercised by Pharmacia (or any Pharmacia
Entity to which all or any part of the Preemptive Right has been assigned) for a
number of shares of Common Stock equal to or less than the number of shares that
are necessary for the Pharmacia Entities to maintain, in the aggregate, no less
than 80.1% of the Company's outstanding equity and voting power on a Fully
Diluted Basis after giving effect to the proposed issuance. The Preemptive Right
may be exercised at any time within 10 Business Days after receipt of a
Preemptive Right Notice by the delivery to the Company of a written notice to
such effect specifying (i) the number of shares of Common Stock to be purchased
by Pharmacia, or any of the Pharmacia Entities, and (ii) a calculation of the
exercise price for such shares. Upon any such exercise of the Preemptive Right,
the Company will, on the Issuance Event Date, deliver to Pharmacia (or any
Pharmacia Entity designated by Pharmacia), against payment therefor,
certificates (issued in the name of Pharmacia or its permitted assignee
hereunder) representing the shares of Common Stock being purchased upon such
exercise. Payment for such shares shall be made by wire transfer or intrabank
transfer of immediately available funds to such account as shall be specified by
the Company, by written notice to Pharmacia at least two Business Days prior to
such payment date, for the full purchase price for such shares.
1.4 Termination of Preemptive Right.
-------------------------------
The Preemptive Right shall terminate at such time as the aggregate
ownership interest of the Company's outstanding equity or voting power by the
Pharmacia Entities is less than 80.1% on a Fully Diluted Basis.
222657
|
Monsanto
As referenced in this Corporate Agreement:
monsanto – 1, 2000 (this
"Agreement"), is by and between Pharmacia Corporation, a Delaware corporation
("Pharmacia"), and Monsanto Company, a Delaware corporation (the "Company").
Certain capitalized terms used herein are defined in Article
"monsanto
– Deloitte & Touche LLP to serve as its (and its
Subsidiaries') independent certified public accountants (the "Monsanto
Auditors") for purposes of providing an opinion on its financial statements
without Pharmacia's
monsanto – Opinion and Quarterly Reviews.
-----------------------------------------------
The Company shall use its reasonable best efforts to enable the
Monsanto Auditors to complete their audit such that they will date their opinion
on the Company'
monsanto – s
annual financial statements. The Company shall use its reasonable best efforts
to enable the Monsanto Auditors to complete their quarterly review procedures on
the Company's quarterly financial statements on
monsanto – provide all required financial information with
respect to the Company and its Subsidiaries to the Monsanto Auditors in a
sufficient and reasonable time and in sufficient detail to permit the Monsanto
dt 19831
;
|
Pharmacia
As referenced in this Corporate Agreement:
Pharmacia Corp – THIS CORPORATE AGREEMENT, dated as of September 1, 2000 (this
"Agreement"), is by and between Pharmacia Corp oration, a Delaware corporation
("Pharmacia"), and Monsanto Company, a Delaware corporation (the "Company").
Certain capitalized
Pharmacia inc – the extent that
their inclusion would not reduce the amount of the Applicable Securities of
Pharmacia inc luded therein.
-18-
{PAGE}
ARTICLE VII
MISCELLANEOUS
7.1 Termination.
-----------
The term of Article II
PHARMACIA CORP – to be duly executed on the date first above written.
MONSANTO COMPANY
By:
-------------------------
Name:
Title:
PHARMACIA CORP ORATION
By:
-------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
dt 45593
|