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Subscribers | 2005 |
Stockholders Agreement
Stockholders Agreement (75K)
Doc #1989266: Click preview link for longer preview.
STOCKHOLDERS AGREEMENT
DLI HOLDING CORP.
Dated as of January 27, 2005
Table of Contents
Page
1.
Restrictions on Transfers of Capital Stock.
1
1.1
[intentionally omitted.]
1
1.2
Restrictions on Transfers by the Management Stockholders. . . .
1989266
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Del Labs
As referenced in this Stockholders Agreement:
Del Laboratories, Inc. – supplemented or restated from time to time.
Merger Agreement: the Agreement and Plan of Merger, dated as of July 1, 2004, by and among the Company, DLI Acquisition, Inc. and Del Laboratories, Inc. , as the same may be amended modified, supplemented or restated from time to time.
Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity
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dt 1613333
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Del Labs
As referenced in this Stockholders Agreement:
Del Laboratories, Inc. – supplemented or restated from time to time.
Merger Agreement: the Agreement and Plan of Merger, dated as of July 1, 2004, by and among the Company, DLI Acquisition, Inc. and Del Laboratories, Inc. , as the same may be amended modified, supplemented or restated from time to time.
Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity
_____________
dt 1618716
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| Preview
Subscribers | 2006 |
Stockholders Agreement
Stockholders Agreement (31K)
Doc #2509552: Click preview link for longer preview.
STOCKHOLDERS AGREEMENT
BY AND AMONG
INTERNATIONAL MOTOR CARS GROUP I, L.L.C.,
INTERNATIONAL MOTOR CARS GROUP II, L.L.C.,
MITSUI & CO., LTD.,
MITSUI & CO. (U.S.A.), INC.,
PENSKE CORPORATION,
AND
PENSKE AUTOMOTIVE HOLDINGS CORP.
DATED AS OF MARCH 26, 2004
. . .
2509552
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United Auto
As referenced in this Stockholders Agreement:
United Auto Group, Inc. – corporation
("Penske Holdings", and together with Penske Corporation, "Penske").
WHEREAS, the parties hereto wish to provide for certain matters relating to
the ownership and transfer of the Common Stock of United Auto Group, Inc. ;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
_____________
United Auto Group, Inc. – shares
by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, amalgamation, merger, consolidation or other
reorganization or otherwise.
3
{PAGE}
"Company" means United Auto Group, Inc.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exempt Sale" has the meaning set forth in Section 3.1.
"Mitsui" has the meaning set forth in
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dt 1612710
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United Auto
As referenced in this Stockholders Agreement:
United Auto Group, Inc. – corporation
("Penske Holdings", and together with Penske Corporation, "Penske").
WHEREAS, the parties hereto wish to provide for certain matters relating to
the ownership and transfer of the Common Stock of United Auto Group, Inc. ;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
_____________
United Auto Group, Inc. – shares
by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, amalgamation, merger, consolidation or other
reorganization or otherwise.
3
{PAGE}
"Company" means United Auto Group, Inc.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exempt Sale" has the meaning set forth in Section 3.1.
"Mitsui" has the meaning set forth in
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dt 1637881
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 Debevoise
As referenced in this Stockholders Agreement:
Debevoise & Plimpton – Mitsui & Co. (U.S.A.), Inc.
Detroit Office
1000 Town Center, Suite 1900
Southfield, Michigan 48075
Attention: Detroit Machinery & Automotive Department
With a copy to: (which shall not constitute notice)
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: William D. Regner, Esq.
Telecopy: (212) 909-6836
or to such other address as any party hereto may, from time to
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dt 1655336
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