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$41	Preview Subscribers	2003	Shareholders Agreement Shareholders Agreement (73K) Doc #115806: Click preview link for longer preview. SHAREHOLDERS AGREEMENT This Shareholders Agreement (this "AGREEMENT") dated as of March 5, 2003 (the "EFFECTIVE DATE") is entered into by and among Polymer Group, Inc., a Delaware corporation (the "COMPANY"), MatlinPatterson Global Opportunities Partners L.P., a Delaware limited partnership ("GOF"), Northeast Investors Trust, a Massachusetts business trust ("NIT"), One Group Income Bond Fund, a Massachusetts mutual fund ("ONE GROUP INCOME"), One Group High Yield Bond Fund, a Massachusetts mutual fund ("ONE GROUP HIGH YIELD"), Southern Ute Growth Fund, an Indian Tribal Fund ("SOUTHERN UTE GROWTH"), Southern Ute Permanent Fund, an Indian Tribal Fund (together with One Group Income, One Group High Yield and Southern Ute Growth, "PACHOLDER"), Atlantic Global Funding Ltd., a Cayman Islands company ("ATLANTIC"), CHYPS 1997-1 Ltd., a Cayman Islands company ("CHYPS 1997"), CHYPS 1999-1 Ltd., a Cayman Islands company (collectively with Atlantic and CHYPS 1997, "DELAWARE INVESTMENTS") (NIT, Pacholder and Delaware Investments are collectively referred to herein as the "NON-GOF HOLDERS"), James G. Boyd, in his individual capacity ("BOYD") and Jerry Zucker, in his individual capacity ("ZUCKER"). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS AND INTERPRETATION. (a) INTERPRETATION. When a reference is made in this Agreement to Sections, Exhibits, Appendices or Schedules, such reference shall be to a Section of or Exhibit, Appendix or Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The phrases "the date of this Agreement," "the date hereof" and terms of similar import, unless the context otherwise requires, shall be deemed to refer to March 5, 2003. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. (b) Definitions. When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement). 1.2 "AFFILIATE" of any Person shall mean any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such Person. The term "control," as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company, the right to exercise, directly or indirectly, 115806	Polymer Group Polymer Group, Inc. ( Textiles - Non Apparel ) As referenced in this Shareholders Agreement: Polymer Group, – COPY SHAREHOLDERS AGREEMENT This Shareholders Agreement (this "AGREEMENT") dated as of March 5, 2003 (the "EFFECTIVE DATE") is entered into by and among Polymer Group, Inc., a Delaware corporation (the "COMPANY"), MatlinPatterson Global Opportunities Partners L.P., a Delaware limited partnership ("GOF"), Northeast Investors Trust, a Massachusetts _____________ POLYMER GROUP, – such shares are subject): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS' AGREEMENT DATED AS OF MARCH 5, 2003, AMONG POLYMER GROUP, INC. (THE "COMPANY") AND CERTAIN OF THE COMPANY'S SHAREHOLDERS. THE TERMS OF SUCH SHAREHOLDERS' AGREEMENT INCLUDES, AMONG OTHER THINGS, A VOTING _____________ Polymer Group, – thereby) or by personal delivery, in each case to the intended recipient as set forth below: 17 {Page} If to the Company, to: Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 Facsimile: (843) 747-4092 Attention: General Counsel with a copy to: Kirkland & Ellis _____________ Polymer Group, – GOF Holder, at the address set forth below such Non-GOF Holder's signature hereto. If to Zucker, to: Jerry Zucker C/o Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 Facsimile: (843) 747-4092 If to Boyd, to: 18 {Page} James G. Boyd _____________ Polymer Group, – 4838 Jenkins Avenue North Charleston, South Carolina 29405 Facsimile: (843) 747-4092 If to Boyd, to: 18 {Page} James G. Boyd C/o Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 Facsimile: (843) 747-4092 Any party may give any notice, request, consent or _____________ dt 224677 ; Kirkland & Ellis Kirkland & Ellis ( Legal ) As referenced in this Shareholders Agreement: Kirkland & Ellis – Charleston, South Carolina 29405 Facsimile: (843) 747-4092 Attention: General Counsel with a copy to: Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 Attention: H. Kurt dt 37733 ;	Orrick Orrick, Herrington & Sutcliffe ( Legal ) As referenced in this Shareholders Agreement: Orrick, Herrington – York, New York 10022 Facsimile: (212) 651-4010 Attention: Ramon Betolaza with a copy to: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, NY 10103 Facsimile: (212) 506-5151 Attention: dt 32730 ; MatlinPatterson Global Opportunities Partners L.P.
$63	Preview Subscribers	2003	Employee Stockholders Agreement Employee Stockholders Agreement (112K) Doc #121931: Click preview link for longer preview. ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. Transfer of Shares.................................................6 3. Right of First Refusal.............................................7 4. Tag-Along Rights...................................................9 5. Drag-Along Rights.................................................11 6. Put Options.......................................................11 7. Call Rights.......................................................13 8. Representations, Warranties and Covenants.........................15 9. Confidentiality...................................................17 10. Covenant Regarding 83(b) Election.................................18 11. "Piggyback" Registration Rights...................................18 12. Voting Agreement..................................................21 13. Employment by the Company.........................................22 14. Taxes.............................................................22 15. Dissolution of AI LLC.............................................22 16. After-Acquired Securities.........................................22 17. Recapitalization, Exchange, Etc...................................23 18. Notices...........................................................23 19. Successors, Assigns and Transferees...............................24 20. Amendment and Waiver..............................................24 21. Counterparts......................................................25 22. Specific Performance..............................................25 23. Headings; Interpretation..........................................25 -i- 24. Severability......................................................25 25. Entire Agreement..................................................25 26. Termination.......................................................26 27. Further Assurances................................................26 28. Governing Law.....................................................26 29. Consent to Jurisdiction; No Jury Trial............................26 30. Additional Employee Stockholders..................................26 Annex I Form of Consent of Spouse Annex II Form of Acknowledgment and Agreement Annex III Form of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a Delaware corporation ("RICHMOND" and, together with AI LLC, the "INVESTORS"), and the parties identified on the signature pages hereto or to the supplementary agreements referred to in Section 30 hereof as Employee Stockholders (the "EMPLOYEE STOCKHOLDERS"). R E C I T A L S: - - - - - - - - WHEREAS, pursuant to the Company's 2003 Stock Incentive Plan (as the same may be amended, supplemented or modified from time to time, the "PLAN"), each Employee Stockholder has, either as of the date hereof or from time to time after the date hereof, entered into a Subscription Agreement (the "SUBSCRIPTION AGREEMENT") with the Company pursuant to which it has agreed to purchase from the Company, and the Company has agreed to sell to such Employee Stockholder, the number of shares, par value $0.01 per share, of common stock of the Company set forth on Schedule A to the Subscription Agreement; WHEREAS, pursuant to the Plan, the Company may from time to time grant other Awards (as defined in the Plan) to the Employee Stockholder; and WHEREAS, the parties hereto wish to enter into certain agreements with respect to the holdings by the Investors and the Employee Stockholders and their respective Permitted Transferees of Common Stock and securities exercisable or exchangeable for or convertible into Common Stock. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties further acknowledge and agree to the following: 1. Definitions of Words and Phrases. As used in this Agreement: "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. "BLACKSTONE" means Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV L.P. and their respective Affiliates. "BOARD OF DIRECTORS" means the board of directors of the Company. "BUSINESS DAY" means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by law or executive order to close. "CALL COMMENCEMENT DATE" has the meaning set forth in Section 7(a). 121931	Northrop Grumman Northrop Grumman Corp. ( Aerospace ) ; TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE HOLDINGS CORP – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP . AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. _____________ TRW Automotive Holdings Corp – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp ., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a _____________ TRW AUTOMOTIVE HOLDINGS CORP – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP ., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE _____________ TRW Automotive Holdings Corp – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp . 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue _____________ TRW AUTOMOTIVE HOLDINGS CORP – IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Employee Stockholders Agreement on the date first written above. TRW AUTOMOTIVE HOLDINGS CORP . By: /s/ Joshua Astrof ----------------------------------- Name: Joshua Astrof Title: Authorized Signatory AUTOMOTIVE INVESTORS L.L.C. By: /s/ Neil P. Simpkins ----------------------------------- Name: Neil _____________ dt 223457 ; TRW Automotive TRW Automotive Holdings Corp. ( Auto & Truck Parts ) As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE HOLDINGS CORP – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP . AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. _____________ TRW Automotive Holdings Corp – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp ., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a _____________ TRW AUTOMOTIVE HOLDINGS CORP – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP ., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE _____________ TRW Automotive Holdings Corp – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp . 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue _____________ TRW AUTOMOTIVE HOLDINGS CORP – IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Employee Stockholders Agreement on the date first written above. TRW AUTOMOTIVE HOLDINGS CORP . By: /s/ Joshua Astrof ----------------------------------- Name: Joshua Astrof Title: Authorized Signatory AUTOMOTIVE INVESTORS L.L.C. By: /s/ Neil P. Simpkins ----------------------------------- Name: Neil _____________ dt 223457 ;	TRW Automotive TRW Automotive Inc. As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 _____________ TRW Automotive – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., _____________ TRW Automotive – by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman, TRW Inc. and TRW Automotive Inc., as the same may be further amended, modified or supplemented. "COMMON STOCK" means the common stock, par value $0.01 per share, _____________ TRW AUTOMOTIVE – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF _____________ TRW Automotive – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington _____________ dt 90328 ; TRW Automotive TRW Automotive Inc. ( Auto & Truck Parts ) As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 _____________ TRW Automotive – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., _____________ TRW Automotive – by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman, TRW Inc. and TRW Automotive Inc., as the same may be further amended, modified or supplemented. "COMMON STOCK" means the common stock, par value $0.01 per share, _____________ TRW AUTOMOTIVE – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF _____________ TRW Automotive – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington _____________ dt 90328 ; More...
$37	Preview Subscribers	1997	Joint Venture and Shareholders' Agreement Joint Venture and Shareholders' Agreement (87K) Doc #129773: Click preview link for longer preview. JOINT VENTURE AND SHAREHOLDERS' AGREEMENT between Stoneridge, Inc. Alphabet Division and CONNECTO AB {PAGE} 2 JOINT VENTURE AND SHAREHOLDERS' AGREEMENT This Agreement is made and entered into on this 25th day of August 1997 at Warren, Ohio by and between Stoneridge, Inc., represented by its Alphabet Division ("Alphabet"), a corporation organized and existing under the laws of Ohio, U.S.A. and Connecto AB ("Connecto"), a corporation organized and existing under the laws of Sweden. 1. INTRODUCTION 1.1 Connecto and Alphabet are both in the power distribution systems business. Connecto has a strong position on the Scandinavian market while Alphabet has a strong position on the North American market. The parties share the view THAT global presence and economies of scale are becoming of increasing importance in the power distribution systems components business as large customers are more and more relying on one rather than many suppliers in a particular field, and, further, THAT it is important to have production facilities in {PAGE} 3 low cost countries, as a way to compensate for decreasing margins in the business as well as to gain a foothold on the large emerging markets. 1.2 In light of the above, the parties have formed a strategic alliance, evidenced by a co-operation agreement dated August 25, 1997 (the "Co-operation Agreement"). Pursuant to said agreement, APPENDIX, the parties shall primarily co-operate by establishing joint venture companies limited by shares, initially in Europe and South America for the purpose of manufacturing and selling power distribution systems. Such joint venture companies shall not only be production facilities but also sales and marketing vehicles for the parties' products and services to the extent found practicable by the parties. 1.3 The parties are in agreement that the first South American venture (the "Company") shall be located in Brazil and that Alphabet shall primarily be responsible for establishing the Company. In the Company, Alphabet will have a shareholding equal to 60 per cent of the capital and votes of the Company, whereas Connecto will own the remaining 40 per cent of the shares, representing a corresponding share of the Company's capital and votes. 1.4 To establish the Company, the parties hereby enter into this Agreement, stipulating that the parties shall jointly establish, own and operate the Company on the terms and conditioned contained herein. Any deviations from this Agreement made necessary due to any requirements stipulated by local laws and regulations shall be mutually agreed between the parties. 129773	Stoneridge Stoneridge, Inc. ( Auto & Truck Parts ) As referenced in this Joint Venture and Shareholders' Agreement: Stoneridge, Inc – DOCUMENT} {TYPE}EX-10.7 {SEQUENCE}6 {DESCRIPTION}EXHIBIT 10.7 {TEXT} {PAGE} 1 EXHIBIT 10.7 JOINT VENTURE AND SHAREHOLDERS' AGREEMENT between Stoneridge, Inc . Alphabet Division and CONNECTO AB {PAGE} 2 JOINT VENTURE AND SHAREHOLDERS' AGREEMENT This Agreement is made and entered into on this 25th _____________ Stoneridge, Inc – AND SHAREHOLDERS' AGREEMENT This Agreement is made and entered into on this 25th day of August 1997 at Warren, Ohio by and between Stoneridge, Inc ., represented by its Alphabet Division ("Alphabet"), a corporation organized and existing under the laws of Ohio, U.S.A. and Connecto AB (" _____________ STONERIDGE, INC – courts. ------------- {PAGE} 20 This Agreement has been executed in two (2) original i copies of which the parties have taken one copy each. STONERIDGE, INC . CONNECTO AB ALPHABET DIVISION By: /s/ David L. Thomas By: /s/ Lars Eje Larson ---------------------------- ------------------------------- Title: President Title: President ------------------------- ---------------------------- Address Address for Notices: _____________ Stoneridge, Inc – 8700 East Market St. Marknadsgatan 3 - ------------------------------- --------------------------------- Warren, Ohio 44484 82430 Hudiksvall - ------------------------------- --------------------------------- SWEDEN - ------------------------------- --------------------------------- - ------------------------------- --------------------------------- {PAGE} 21 JOINT VENTURE AND SHAREHOLDERS' AGREEMENT between CONNECTO AB and Stoneridge, Inc . Alphabet Division {PAGE} 22 JOINT VENTURE AND SHAREHOLDERS' AGREEMENT This Agreement is made and entered into on this 25th day of August _____________ Stoneridge, Inc – of August 1997 at Warren, Ohio by and between Connecto AB ("Connecto"), a corporation organized and existing under the laws of Sweden, and Stoneridge, Inc ., represented by its Alphabet Division ("Alphabet"), a corporation organized and existing under the laws of Ohio, U.S.A. 1. INTRODUCTION 1. _____________ dt 223215 ;	Connecto AB
$95	Preview Subscribers	2003	Shareholders Agreement [Amended and Restated] Shareholders Agreement [Amended and Restated] (271K) Doc #175833: Click preview link for longer preview. AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 6, 2002 (this Agreement) by and among Compania Internacional de Bebidas, S.A. de C.V. (CIB), a sociedad annima de capital variable organized under the laws of the United Mexican States (Mexico), Grupo Industrial Emprex, S.A. de C.V. (formerly named Fomento Econmico Mexicano, S.A. de C.V.) (Emprex), a sociedad annima de capital variable organized under the laws of Mexico, The Coca-Cola Company (KO), a corporation organized under the laws of Delaware, and The Inmex Corporation (Inmex), a corporation organized under the laws of Florida. WHEREAS, Emprex, KO and Inmex are parties to a shareholders agreement dated as of June 21, 1993, as amended on January 28, 1999 (the Original Shareholders Agreement) pursuant to which Emprex, KO and Inmex entered into certain arrangements regarding their respective rights and obligations with respect to the management, capitalization and operation of Coca-Cola FEMSA, S.A. de C.V. (the Company), a sociedad annima de capital variable organized under the laws of Mexico; WHEREAS, the Company has an authorized capital stock consisting of ordinary restricted Series A Shares (as defined below), ordinary restricted Series D Shares (as defined below), ordinary unrestricted Series B Shares (as defined below) and special, limited voting, unrestricted Series L Shares (as defined below); WHEREAS, as of the date hereof, Emprex holds all of the Companys Series A Shares and Inmex holds all of the Companys Series D Shares; WHEREAS, on July 6, 2002, Emprex through an escisin or split-up under Mexican law has transferred all of the Companys Series A Shares held by Emprex to CIB; and WHEREAS, as a result of said escisin, Emprex, KO, Inmex and CIB wish to amend and restate the Original Shareholders Agreement effective as of, from and after July 6, 2002, in order to add CIB as a party in its capacity as a shareholder of the Company, to remove Emprex as a party in its capacity as a shareholder of the Company, and to add Emprex as a party in its capacity as a guarantor of CIBs obligations under this Agreement, all as hereinafter set forth. NOW THEREFORE, the parties hereto deem it in their best interests and in the best interest of the Company to provide consistent and uniform management for the Company and to regulate certain of their rights in connection with their interests in the Company, and desire to enter into this Agreement in order to effectuate those purposes. Accordingly, in consideration of the premises and of the terms and conditions herein contained, the parties hereto mutually agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate shall mean, with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of determining whether a Person is an Affiliate, the term control shall mean Managing Control. Agreement shall have the meaning set forth above in the preliminary statement. Annual Business Plan shall mean, with respect to the period from June 21, 1993 through December 31, 1993, the corresponding portion of the first Five Year Business Plan, and with respect to any period of one year commencing on or after January 1, 1994, the first year of the Five-Year Business Plan then in effect, in each case as such plan shall have been amended, supplemented, modified or replaced by the Board of Directors of the Company (or at a general meeting of the shareholders of the Company) in accordance with the Estatutos. Attributable To CIB shall mean a breach or violation of an obligation of the Company or any Subsidiary arising out of an act or omission of, approved by or made or omitted to be made with the actual, contemporaneous knowledge of a Series A Key Officer, which act or omission was not approved, ratified or authorized in writing (specifically or as part of a general approval or authorization) by a duly authorized officer of KO, Inmex, or any Inmex Shareholder or the Board of Directors of the Company, or such Subsidiary (with at least one Series D Director supporting such approval or authorization). Bottlers Agreements shall mean (i) the Bottlers Agreement and supplemental letter agreement, each dated June 21, 1993, between the Company and KO, relating to the Valley of Mexico territories (the Valley of Mexico Bottlers Agreement), as they shall be amended or extended from time to time, (ii) the Bottlers Agreement and supplemental letter agreement, each dated June 21, 1993, between the Company and KO, relating to the southeastern Mexico territories (the Southeastern Bottlers Agreement), as they shall be amended or extended from time to time, and (iii) any similar bottlers agreement with KO or an Affiliate thereof to which the Company or any Subsidiary may from time to time be a party. Change Of Control shall mean a CIB Change Of Control, a CIB Shareholder Change Of Control, an Inmex Change Of Control or an Inmex Shareholder Change Of Control. Chart of Authority shall mean the Chart of Authority attached as Exhibit A hereto, as it shall from time to time be amended, supplemented, modified or replaced by the Board of Directors of the Company (or at a general meeting of the shareholders of the Company) in accordance with the Estatutos. CIB shall have the meaning set forth above in the preliminary statement. CIB Change Of Control shall mean the occurrence of any of the following: (i) at any time when a group of Persons led by the Garza Laguera family has Managing Control of CIB, such group ceases to have Managing Control of CIB; or (ii) at any time when Managing Control of CIB is held by a Person that is not a group of Persons led by the Garza Laguera family, such Person ceases to have Managing Control of CIB. 175833	Citibank Citibank, NA As referenced in this Shareholders Agreement [Amended and Restated]: Citibank, N.A. – the specified currency at the average of the conversion rates for such currencies as announced by Banco Nacional de Mexico, S.A. and Citibank, N.A. For purposes hereof, the conversion rate shall be the average of the buy and sell conversion rates for commercial transactions at the _____________ dt 146176 ; Coca-Cola Coca-Cola Co. ( Beverages ) As referenced in this Shareholders Agreement [Amended and Restated]: COCA-COLA CO – SHAREHOLDERS AGREEMENT by and among COMPAIA INTERNACIONAL DE BEBIDAS, S.A. DE C.V., GRUPO INDUSTRIAL EMPREX, S.A. DE C.V., THE COCA-COLA CO MPANY, and THE INMEX CORPORATION Dated as of July 6, 2002 COCA-COLA FEMSA, S.A. DE C.V. TABLE OF CONTENTS Page _____________ Coca-Cola Co – named Fomento Econmico Mexicano, S.A. de C.V.) (Emprex), a sociedad annima de capital variable organized under the laws of Mexico, The Coca-Cola Co mpany (KO), a corporation organized under the laws of Delaware, and The Inmex Corporation (Inmex), a corporation organized under the laws of Florida. _____________ COCA-COLA CO – July 6, 2002 by their respective duly authorized representatives. COMPAIA INTERNACIONAL DE BEBIDAS, S.A. DE C.V. By: ___________________________ Name: Title: THE COCA-COLA CO MPANY By: ___________________________ Name: Title: GRUPO INDUSTRIAL EMPREX, S.A. DE C.V. (formerly named FOMENTO ECONMICO MEXICANO, S.A. DE C.V.) _____________ Coca-Cola Co – approval. 36(d) Indemnification. 37 Confidentiality. 1 Section references are to each of (i) the Bottlers Agreement dated June 21, 1993 between The Coca-Cola Co mpany and Coca-Cola FEMSA, S.A. de C.V., as amended by the letter agreement between such parties of even date, relating _____________ Coca-Cola Co – such parties of even date, relating to certain Valley of Mexico territories, and (ii) the Bottlers Agreement dated June 21, 1993 between The Coca-Cola Co mpany and Coca-Cola FEMSA, S.A. de C.V., as amended by the letter agreement between such parties of even date, relating _____________ dt 148224 ; Coca-Cola FEMSA Coca-Cola FEMSA S.A. de C.V. ( Beverages ) As referenced in this Shareholders Agreement [Amended and Restated]: COCA-COLA FEMSA, – INTERNACIONAL DE BEBIDAS, S.A. DE C.V., GRUPO INDUSTRIAL EMPREX, S.A. DE C.V., THE COCA-COLA COMPANY, and THE INMEX CORPORATION Dated as of July 6, 2002 COCA-COLA FEMSA, S.A. DE C.V. TABLE OF CONTENTS Page 1. Definitions 1 2. Corporate Governance 8 2.1. Board of Directors 8 2.2. Officers 9 2.3. Shareholder _____________ Coca-Cola FEMSA – Form of Assumption Agreement Exhibit G: Form of Pledgee Agreement Exhibit H: Statement on Horizontal Growth Exhibit I: Notice of Consummation of Permitted Transfer Exhibit J: Form of Estatutos for Coca-Cola FEMSA de Buenos Aires, S.A. AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 6, 2002 (this Agreement) by and among Compania Internacional de Bebidas, _____________ Coca-Cola FEMSA, – the Original Shareholders Agreement) pursuant to which Emprex, KO and Inmex entered into certain arrangements regarding their respective rights and obligations with respect to the management, capitalization and operation of Coca-Cola FEMSA, S.A. de C.V. (the Company), a sociedad annima de capital variable organized under the laws of Mexico; WHEREAS, the Company has an authorized capital stock consisting of _____________ Coca-Cola FEMSA – authorized by the Company or its designee, in accordance with resolutions naming the individuals and duly adopted by the Board of Directors of the Company. (d) The Shareholders agree that Coca-Cola FEMSA de Buenos Aires, S.A., a Subsidiary of the Company (KOFBA), shall have in effect at all times By-laws in Spanish reading substantially as attached hereto as Exhibit J, _____________ Coca-Cola FEMSA, – A = Final Authorization * Marketing or advertising expenditures in excess of $.25 million will require the CFOs approval as well as any other required approval. 7 ANNEX A Key Officers of Coca-Cola FEMSA, S.A. de C.V. (the Company). CHIEF EXECUTIVE OFFICER (CEO): The powers and duties of the CEO are: (a) to act as the chief executive officer of the _____________ dt 1375873 ;	Citibank Citibank, NA ( Financial ) As referenced in this Shareholders Agreement [Amended and Restated]: Citibank, N.A. – the specified currency at the average of the conversion rates for such currencies as announced by Banco Nacional de Mexico, S.A. and Citibank, N.A. For purposes hereof, the conversion rate shall be the average of the buy and sell conversion rates for commercial transactions at the _____________ dt 146176 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Shareholders Agreement [Amended and Restated]: Cleary, Gottlieb – 81.83.28.6000 Facsimile: 52.81.83.28.6080 26 with a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. dt 34844 ; More...
$38	Preview Subscribers	2002	Stockholder Agreement Stockholder Agreement (43K) Doc #288249: Click preview link for longer preview. STOCKHOLDER AGREEMENT This Stockholder Agreement (this "Agreement") is made and entered into as of December 14, 2001, by and among Vivendi Universal, S.A., a societe anonyme organized under the laws of France ("Stockholders"), General Motors Corporation, a Delaware corporation ("GM") and Hughes Electronics Corporation, a Delaware corporation (together with any successor thereto, as further defned below, the "Company"). WHEREAS, the Company, a wholiy owned subsidiary of GM, and EchoStar Communications Corporation, a Nevada corporation ("EchoStar"), desire to combine the business of the Company with the business of EchoStar, following the separation of the Company from GM, pursuant to a merger of EchoStar with and into the Company, with the Company as the surviving corporation (the "Merger"), as contemplated by the Merger Agreement (as defined below); and WHEREAS, the Merger will occur pursuant to an Agreement and Plan of Merger by and among the Company and EchoStar, dated as of October 28, 2001, as amended from time to time (the "Merger Agreement"); NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE 1 DEFINITIONS Section 1.1. Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: (a) "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement. (b) "Amended and Restated Bylaws" shall mean the Amended and Restated Bylaws of the Company, as in effect at the Merger Effective Time and, thereafter, as amended or restated from time to time. (c) "Amended and Restated Certificate of Incorporation" shall mean the Amended and Restated Certificate of Incorporation of the Company, as in effect at the Merger Effective Time and, thereafter, as amended or restated from time to time. {PAGE} (d) "Code" shall mean the United States Internal Revenue Code of 1986, as amended. (e) "Company" shall mean Hughes Electronics Corporation, a Delaware corporation, and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its business and assets, including without limitation, the surviving corporation of the Merger. (f) "Control" shall have the meaning ascribed to such term in Rule 126-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement. (g) "Equity Securities" sball nncan any and all shares, interests, participation or other equivalents (however designated, whether voting or non-voting) of capital stock, membership interests or equivalent ownership interests in or issued by the Company. (h) "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (i) "Investment Agreement" means that certain Investment Agreement, by and between EchoStar and Stockholder, dated as of the date hereof. (j) "Merger Effective Time" shall mean the consummation of the Merger provided for in Article 1 of the Merger Agreement (as in effect on the date hereof). (k) "Person" means and includes an individual, a partnership, a limited liability company, a joint venture, a corporation, a trust, an unincorporated organization, a governmental or regulatory body or any department, instrumentality oar agency thereof, and any court, but does not include a pension plan or a retirement plan (including a pension trust or retirement trust formed in connection with such a plan). (l) "Second Anniversary" shall mean the date that is the second anniversary of the Merger Effective Time. (m) "Tax Affiliate" shall mean any Person, other than a Tax Related Party, if at least five percent (measured by either voting power or value) of the stock or other equity interests in that Person are owned directly or indirectly by Stockholder and its Tax Related Parties, taken together. (n) "Tax Related Party" shall mean (i) any Person related to Stockholder within the meaning of Section 267(6) or Section 707(6)(1) of the Code that is Controlled by Stockholder, (ii) any Controlled Affliate of Stockholder and (iii) any Person acting as agent for or at the behest of Stockholder or any Person described in clauses (i) or (ii) hereof. 2 {PAGE} ARTICLE 2 RESTRICTIONS ON ACQUISITIONS Section 2.1. Certain Restrictions on the Purchase of Shares. From the date of this Agreement until the first day after the Second Anniversary, Stockholder shall not enter into, and shall not permit any Tax Related Party to enter into, and Stockholder shall take and shall cause each Tax Related Party to take commercially reasonable actions to prevent any Tax Affiliate from entering into, any transaction or series of transactions pursuant to which, for purposes of Section 355(e) of the Code, Stockholder, any Tax Related Party or any Tax Affiliate (i) would acquire (other than solely by reason of the constructive ownership rules contained in Section 355(e)(4)(C)(ii) of the Code) any Equity Securities or any rights, warrants or options to aaquiie, or accuritics coxAveitiblc into or exchangeable for, any Equity Securities or (ii) would acquire (other than solely by reason of the constructive ownership rules contained in Section 355(e)(4)(C)(ii) of the Code) (x) any interest in any Equity Securities, (y) any instrument that is treated, for purposes of Section 355(e) of the Code, as an option to acquire any interest in any Equity Securities or (z) any other security or instrument (including any derivative contract), the value of which is determined principally by reference to Equity Securities, or enter into any agreement, understanding or arrangement or any substantial negotiations with respect to any such transaction. Notwithstanding the foregoing, nothing in this Section 288249	EchoStar EchoStar Communications Corp. ( Broadcasting & Cable TV ) ; General Motors General Motors Corp. ( Auto & Truck Manufacturers ) As referenced in this Stockholder Agreement: General Motors Corp – into as of December 14, 2001, by and among Vivendi Universal, S.A., a societe anonyme organized under the laws of France ("Stockholders"), General Motors Corp oration, a Delaware corporation ("GM") and Hughes Electronics Corporation, a Delaware corporation (together with any successor thereto, as further defned below, the "Company"). _____________ General Motors Corp – Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Attention: Faiza J. Saeed, Esq. Telecopy No.: (212) 474-3700 (d) if to GM: General Motors Corp oration 300 Renaissance Center Detroit, MI 48265-3000 Attention: Warren G. Andersen Telecopy No.: (313) 665-4978 11 {PAGE} with a copy to: _____________ GENERAL MOTORS CORP – Jean-Marie Messier Title: Chairman & Chief Executive Officer HUGHES ELECTRONICS CORPORATION, by: /s/ Larry D. Hunter ------------------------ Name: Larry D. Hunter Title: Vice President GENERAL MOTORS CORP ORATION by: /s/ Warren G. Andersen ------------------------ Name: Warren G. Andersen Title: Assistant General Counsel {/TEXT} {/DOCUMENT} _____________ dt 218543 ; Vivendi Universal Vivendi Universal SA As referenced in this Stockholder Agreement: Vivendi Universal, – TEXT} EXECUTION COPY STOCKHOLDER AGREEMENT This Stockholder Agreement (this "Agreement") is made and entered into as of December 14, 2001, by and among Vivendi Universal, S.A., a societe anonyme organized under the laws of France ("Stockholders"), General Motors Corporation, a Delaware corporation ("GM") and Hughes Electronics _____________ Vivendi Universal, – Fifth Avenue New York, NY 10153 Attention: Frederick S. Green and Michael E. Lubowitz Telecopy No.: (212) 310-8007 (b) if to Stockholder: Vivendi Universal, S.A. 42, Avenue de Friedland 75380 Paris Cedex 08 France Attention: Mr. Guillaume Hannezo Telecopy No.: 33-1-7171-1414 with _____________ VIVENDI UNIVERSAL, – undersigned, intended to be legally bound, has caused this Agreement to be duly executed and delivered on the date first above written. STOCKHOLDER VIVENDI UNIVERSAL, S.A. by: /s/ Jean-Marie Messier ----------------------- Name: Jean-Marie Messier Title: Chairman & Chief Executive Officer HUGHES ELECTRONICS CORPORATION, by: /s/ Larry _____________ dt 277978 ;	Vivendi Universal Vivendi Universal SA ( Communications Services ) As referenced in this Stockholder Agreement: Vivendi Universal, – TEXT} EXECUTION COPY STOCKHOLDER AGREEMENT This Stockholder Agreement (this "Agreement") is made and entered into as of December 14, 2001, by and among Vivendi Universal, S.A., a societe anonyme organized under the laws of France ("Stockholders"), General Motors Corporation, a Delaware corporation ("GM") and Hughes Electronics _____________ Vivendi Universal, – Fifth Avenue New York, NY 10153 Attention: Frederick S. Green and Michael E. Lubowitz Telecopy No.: (212) 310-8007 (b) if to Stockholder: Vivendi Universal, S.A. 42, Avenue de Friedland 75380 Paris Cedex 08 France Attention: Mr. Guillaume Hannezo Telecopy No.: 33-1-7171-1414 with _____________ VIVENDI UNIVERSAL, – undersigned, intended to be legally bound, has caused this Agreement to be duly executed and delivered on the date first above written. STOCKHOLDER VIVENDI UNIVERSAL, S.A. by: /s/ Jean-Marie Messier ----------------------- Name: Jean-Marie Messier Title: Chairman & Chief Executive Officer HUGHES ELECTRONICS CORPORATION, by: /s/ Larry _____________ dt 277978 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Stockholder Agreement: Cravath, Swaine – 42, Avenue de Friedland 75380 Paris Cedex 08 France Attention: Mr. Guillaume Hannezo Telecopy No.: 33-1-7171-1414 with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Attention: Faiza J. Saeed, Esq. Telecopy No.: (212) 474-3700 (d) if _____________ dt 244895 ; More...
$36	Preview Subscribers	2000	Shareholders Agreement Shareholders Agreement (11K) Doc #315411: Click preview link for longer preview. SHAREHOLDERSï¿½ AGREEMENT SHAREHOLDERSï¿½ AGREEMENT dated as of June 19, 2000, among DURASWITCH INDUSTRIES, INC., a Nevada corporation (ï¿½Companyï¿½), DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation (ï¿½Delphiï¿½), and R. TERREN DUNLAP, ANTHONY J. VAN ZEELAND and ROBERT J. BRILON (collectively, the ï¿½Primary Shareholdersï¿½). WHEREAS, the Primary Shareholders are the record owners of over 37% of the outstanding shares of capital stock of Company (the shares of Company capital stock presently outstanding or issued . . . 315411	Delphi Delphi Corp. ( Auto & Truck Parts ) ; Duraswitch Duraswitch Industries, Inc. ( Electronic Instruments & Controls ) As referenced in this Shareholders Agreement: DURASWITCH INDUSTRIES, INC. – EX-99.1 2 0002.htm SHAREHOLDER'S AGREEMENT EXHIBIT 99.1 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT dated as of June 19, 2000, among DURASWITCH INDUSTRIES, INC. , a Nevada corporation (Company), DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation (Delphi), and R. TERREN DUNLAP, ANTHONY J. VAN ZEELAND and ROBERT J. BRILON (collectively, the Primary Shareholders). WHEREAS, _____________ DURASWITCH INDUSTRIES, INC – such person, attention: Corporate Secretary; or, in the case of the Primary Shareholders, to their addresses set forth below. THIS AGREEMENT was executed of the date first set forth above. DURASWITCH INDUSTRIES, INC DELPHI AUTOMOTIVE SYSTEMS CORPORATION By:/s/ R. Terren Dunlap By: /s/ David R. Heilman David R. Heilman Its: CEO Its: Vice President /s/ R. Terren Dunlap R. TERREN DUNLAP _____________ DURASWITCH INDUSTRIES, INC. – 2140 S. Rogers Circle, Mesa, Arizona 85202 /s/ Robert J. Brilon ROBERT J. BRILON 3944 E. Juniper Circle, Mesa, Arizona 85205 3 Schedule I AMENDED AND RESTATED BY-LAWS OF DURASWITCH INDUSTRIES, INC. In addition to other matters, in form and substance satisfactory to Delphi, the By-laws will require that the Board of Directors consist of 6 directors (who need not _____________ dt 1452755 ;	Duraswitch Duraswitch Industries, Inc. ( Electronic Instruments & Controls ) As referenced in this Shareholders Agreement: DURASWITCH INDUSTRIES, INC. – EX-99.1 2 0002.htm SHAREHOLDER'S AGREEMENT EXHIBIT 99.1 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT dated as of June 19, 2000, among DURASWITCH INDUSTRIES, INC. , a Nevada corporation (Company), DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation (Delphi), and R. TERREN DUNLAP, ANTHONY J. VAN ZEELAND and ROBERT J. BRILON (collectively, the Primary Shareholders). WHEREAS, _____________ DURASWITCH INDUSTRIES, INC – such person, attention: Corporate Secretary; or, in the case of the Primary Shareholders, to their addresses set forth below. THIS AGREEMENT was executed of the date first set forth above. DURASWITCH INDUSTRIES, INC DELPHI AUTOMOTIVE SYSTEMS CORPORATION By:/s/ R. Terren Dunlap By: /s/ David R. Heilman David R. Heilman Its: CEO Its: Vice President /s/ R. Terren Dunlap R. TERREN DUNLAP _____________ DURASWITCH INDUSTRIES, INC. – 2140 S. Rogers Circle, Mesa, Arizona 85202 /s/ Robert J. Brilon ROBERT J. BRILON 3944 E. Juniper Circle, Mesa, Arizona 85205 3 Schedule I AMENDED AND RESTATED BY-LAWS OF DURASWITCH INDUSTRIES, INC. In addition to other matters, in form and substance satisfactory to Delphi, the By-laws will require that the Board of Directors consist of 6 directors (who need not _____________ dt 1304951
$55	Preview Subscribers	2001	Shareholders' Agreement Shareholders' Agreement (355K) Doc #352150: Click preview link for longer preview. SHAREHOLDERS' AGREEMENT OF KIRIN-AMGEN, INC., a California corporation {PAGE} TABLE OF CONTENTS ----------------- {TABLE} {CAPTION} Page ---- {S} {C} RECITALS......................................................................... 1 1. CERTAIN DEFINITIONS........................................................ 3 1.01 Stock.............................................................. 3 1.02 EPO................................................................ 3 1.03 Field of Activity.................................................. 4 1.04 Expression Systems................................................. 4 1.05 Transferred Technology............................................. 4 1.06 EPO Technology..................................................... 5 1.07 EPO Organisms...................................................... 6 1.08 Core Technology.................................................... 6 1.09 Development Program................................................ 6 1.10 Party.............................................................. 7 2. FORMATION.................................................................. 7 2.01 Formation.......................................................... 7 2.02 Name............................................................... 7 2.03 Principal Office................................................... 8 2.04 Articles of Incorporation.......................................... 8 2.05 Bylaws............................................................. 8 2.06 Business Purpose................................................... 8 2.07 Fiscal Year ....................................................... 8 2.08 California Agent for Service of Process............................ 9 2.09 Counsel to Corporation ............................................ 9 2.10 Accountants to Corporation......................................... 9 2.11 Initial Capital.................................................... 9 2.12 Subscription....................................................... 10 2.13 Additional Capital................................................. 11 2.14 Withdrawals........................................................ 12 2.15 Default on Additional Capital Contribution Obligation.............. 12 2.16 Title to Property.................................................. 13 2.17 Occurrence of the Conversion Event................................. 13 3. CLOSING.................................................................... 14 4. CLOSING DOCUMENTS.......................................................... 14 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} 5. REPRESENTATIONS AND WARRANTIES OF AMGEN............................. 15 5.01 Good Standing............................................... 15 5.02 Authorization............................................... 15 5.03 No Breach................................................... 15 5.04 Title....................................................... 16 5.05 No Violations............................................... 17 5.06 No Litigation............................................... 18 5.07 Representations and Warranties.............................. 18 6. REPRESENTATIONS AND WARRANTIES OF KIRIN............................. 19 6.01 Good Standing............................................... 19 6.02 Authorization............................................... 19 6.03 No Breach................................................... 19 6.04 No Violations............................................... 20 6.05 No Litigation............................................... 20 6.06 Representations and Warranties.............................. 20 7. [INTENTIONALLY OMITTED]............................................. 21 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF KIRIN.................... 21 8.01 No Misrepresentations....................................... 21 8.02 Compliance with Agreement................................... 21 8.03 Delivery.................................................... 21 8.04 Opinion of Counsel.......................................... 23 8.05 No Litigation............................................... 24 8.06 Additional Documents........................................ 24 8.07 Hart-Scott-Rodino Clearance................................. 25 9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AMGEN.................... 25 9.01 No Misrepresentations....................................... 25 9.02 Compliance with Agreement................................... 25 9.03 Delivery.................................................... 25 9.04 Opinion of Counsel.......................................... 26 9.05 No Litigation............................................... 28 9.06 Additional Documents........................................ 28 10. SURVIVAL AND INDEMNIFICATION........................................ 28 10.01 Survival of Representations and Warranties.................. 28 10.02 Indemnification............................................. 28 10.03 Mechanism................................................... 29 {/TABLE} -ii- {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} 11. BROKERS............................................................. 30 12. MANAGEMENT.......................................................... 31 12.01 Board of Directors.......................................... 31 12.02 Officers.................................................... 31 12.03 Actions Requiring Consent................................... 32 12.04 Accounting and Internal Controls............................ 33 12.05 Financial and Business Information and Tax Returns.......... 34 12.06 Bank Accounts............................................... 35 12.07 Independent Enterprise...................................... 35 12.08 Compensation of Officers and Directors...................... 35 12.09 Fiduciary Duty.............................................. 36 12.10 Other Activities............................................ 36 12.11 Non-Competition............................................. 36 13. BUSINESS MATTERS.................................................... 37 13.01 License Agreements.......................................... 37 13.02 Development Program......................................... 38 13.03 Services Agreements......................................... 39 14. RESTRICTIONS ON SHARES.............................................. 39 14.01 Overall Restrictions........................................ 39 14.02 Additional Restrictions..................................... 40 14.03 Purchase Price and Payment Date............................. 41 14.04 Delivery of Shares.......................................... 42 15. ADDITIONAL SHARES................................................... 42 16. ENDORSEMENT OF CERTIFICATE.......................................... 42 17. [INTENTIONALLY OMITTED]............................................. 43 18. COSTS AND EXPENSES.................................................. 43 19. EXPORT CONTROL LAWS................................................. 44 19.01 Export Law Compliance....................................... 44 19.02 Specific Authorization...................................... 44 20. DISTRIBUTIONS OF CASH............................................... 45 {/TABLE} -iii- {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} 21. DISSOLUTION/LIQUIDATION............................................ 45 21.01 Event of Dissolution...................................... 45 21.02 Final Accounting and Tax Returns.......................... 46 21.03 Liquidation............................................... 46 21.04 Cancellation of Certificates.............................. 47 22. MISCELLANEOUS PROVISIONS........................................... 48 22.01 Notices................................................... 48 22.02 Publicity and Disclosure.................................. 49 22.03 Entire Agreement; Amendment............................... 49 22.04 Waiver.................................................... 50 22.05 Enforcement............................................... 50 22.06 Remedies.................................................. 51 22.07 Headings.................................................. 51 22.08 Effectiveness............................................. 51 22.09 Attorneys' Fees and Costs................................. 52 22.10 Governing Law............................................. 52 22.11 Binding Effect............................................ 52 22.12 Exhibits.................................................. 52 22.13 Number and Gender......................................... 53 22.14 Counterparts.............................................. 53 22.15 Agreement to Perform Necessary Acts....................... 53 22.16 Validity.................................................. 53 22.17 Representations........................................... 54 22.18 Force Majeure............................................. 54 22.19 Expansion of Business..................................... 55 SIGNATURES.................................................................... 55 {/TABLE} EXHIBIT SCHEDULE -iv- {PAGE} SHAREHOLDERS' AGREEMENT ----------------------- THIS SHAREHOLDERS' AGREEMENT ("Agreement") is made and entered into at Los Angeles, California, U.S.A. this 11th day of May, 1984, by and among AMGEN, a California corporation, having its principal office at 1900 Oak Terrace Lane, Thousand Oaks, California 91320, U.S.A . ("Amgen"), KIRIN BREWERY COMPANY, LIMITED, a Japanese corporation, having its principal office at 26-1, Jingumae, 6 Chome, Shibuya-Ku, Tokyo 150, Japan ("Kirin"), and KIRIN-AMGEN, INC., a California corporation, having its principal office at 1900 Oak Terrace Lane, Thousand Oaks, California 91320, U.S.A. ("Corporation"). R E C I T A L S A. Amgen has conducted research, has developed and possesses certain existing proprietary technical information, technology and know-how relating to genetic engineering which has enabled it to clone and express the gene for human erythropoietin, and Amgen is continuing to develop human erythropoietin. B. Kirin and Amgen believe that the aforementioned genetic engineering techniques will have important application to the development of human therapeutic products. {PAGE} C. Kirin and Amgen desire to form Corporation for purposes of development, manufacture, production and worldwide commercial sale of erythropoietin for human therapeutic use. D. Kirin and Amgen believe that a joint business effort between them dedicated to such purposes would be of mutual benefit to the accomplishment thereof and that the compatibility between Amgen and Kirin is such that substantial economic returns may be gained by each through cooperative effort. E. Amgen intends to contribute cash to Corporation, to assign to Corporation, perpetually and irrevocably, all of its right, title and interest in and to the Transferred Technology (as defined in Paragraph 1.05 below), and to license to Corporation the Core Technology (as defined in Paragraph 1.08 below), exclusively with respect to its direct application to the Field of Activity (as defined in Paragraph 1.03 below), as more fully set forth herein, in consideration of the issuance to Amgen of capital stock in Corporation as more fully set forth herein. F. Kirin intends to contribute cash to Corporation in consideration of the issuance to Kirin of capital stock in Corporation as more fully set forth herein. G. The simultaneous transfers and resultant issuances contemplated in Recitals E. and F. above are intended to qualify as a tax-free incorporation of Corporation pursuant to Section 351 of the Internal Revenue Code of 1954, as amended. -2- {PAGE} H. It is the desire of Kirin and Amgen to cooperate in other mutually agreeable areas of business interest. NOW, THEREFORE, it is agreed as follows: 1. CERTAIN DEFINITIONS ------------------- As used in this Agreement, the following terms shall have the following meanings: 1.01 Stock ----- (a) The term Class A Common Stock shall mean the duly authorized no par common stock of Corporation wi