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Shareholder Agreement [Form]
Shareholder Agreement [Form] (28K)
Doc #115768: Click preview link for longer preview.
FORM OF SHAREHOLDER AGREEMENT
___________ ___, 2003
Pennsylvania Real Estate Investment Trust
PREIT Associates, L.P.
The Bellevue
200 S. Broad Street
Philadelphia, PA 19102
Re: Shareholder Agreement
---------------------
Ladies and Gentlemen:
Each of the undersigned (collectively, the "undersigned") understands
and acknowledges that Pennsylvania Real Estate Investment Trust, a Pennsylvania
business trust ("PREIT Trust"), PREIT Associates, L.P., a Delaware limited
partnership ("PREIT Partnership" and, together with PREIT Trust, "PREIT"), Crown
American Realty Trust, a Maryland real estate investment trust ("Crown"), and
Crown American Properties, L.P., a Delaware limited partnership ("Crown
Partnership"), entered into an Agreement and Plan of Merger, dated as of May 13,
2003 (the "Merger Agreement"), pursuant to which, among other things, (i) Crown
will be merged with and into PREIT Trust (the "Merger"), with PREIT Trust as the
survivor of the Merger, and (ii) PREIT Partnership and Crown Partnership will
consummate certain transactions contemplated in connection with the Merger, as
described in the Merger Agreement, that will result in PREIT Partnership
acquiring substantially all of the assets of Crown Partnership in exchange for
limited partnership interests in PREIT Partnership.
In connection with the Merger Agreement and the closing of the Merger,
PREIT Partnership has made certain undertakings to the partners of Crown
Partnership, consisting of the undersigned, who will become, directly or
indirectly, limited partners in PREIT Partnership as a result of the Merger.
Among those undertakings is the requirement that PREIT Partnership enter into a
Tax Protection Agreement, dated as of the date hereof, with the undersigned (the
"Tax Protection Agreement"), pursuant to which PREIT Partnership will agree to
provide certain tax and debt protections to the undersigned, subject to certain
terms and conditions.
115768
|
PREIT
As referenced in this Shareholder Agreement [Form]:
Pennsylvania Real Estate Investment Trust
–
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}10
{PAGE}
Exhibit 2.8
FORM OF SHAREHOLDER AGREEMENT
___________ ___, 2003
Pennsylvania Real Estate Investment Trust
PREIT Associates, L.P.
The Bellevue
200 S. Broad Street
Philadelphia, PA 19102
Re: Shareholder Agreement
---------------------
Ladies and Gentlemen:
Each of the
_____________
Pennsylvania Real Estate Investment Trust, – S. Broad Street
Philadelphia, PA 19102
Re: Shareholder Agreement
---------------------
Ladies and Gentlemen:
Each of the undersigned (collectively, the "undersigned") understands
and acknowledges that Pennsylvania Real Estate Investment Trust, a Pennsylvania
business trust ("PREIT Trust"), PREIT Associates, L.P., a Delaware limited
partnership ("PREIT Partnership" and, together with PREIT Trust, "PREIT"),
_____________
Pennsylvania Real Estate Investment Trust
– at such other address or telecopy
number for a party as shall be specified by like notice from such party):
if to PREIT:
Pennsylvania Real Estate Investment Trust
The Bellevue
200 South Broad Street
Philadelphia, PA 19102
Attention: Bruce Goldman,
Executive Vice President and General Counsel
Facsimile: (215) 546-7311
_____________
Pennsylvania Real Estate Investment Trust
– American Investment Company,
a Delaware corporation
By:
----------------------------------
Name:
Title:
Crown Delaware Holding Company,
a Delaware Corporation
By:
----------------------------------
Name:
Title:
{PAGE}
Acknowledged and Agreed:
Pennsylvania Real Estate Investment Trust
a Pennsylvania business trust
By:
----------------------------------
Name:
Title:
PREIT Associates, L.P.
a Delaware limited partnership
By: Pennsylvania Real Estate Investment Trust,
its
_____________
Pennsylvania Real Estate Investment Trust, – and Agreed:
Pennsylvania Real Estate Investment Trust
a Pennsylvania business trust
By:
----------------------------------
Name:
Title:
PREIT Associates, L.P.
a Delaware limited partnership
By: Pennsylvania Real Estate Investment Trust,
its general partner
By:
----------------------------------
Name:
Title:
_____________
dt 110023
;
 Drinker Biddle
As referenced in this Shareholder Agreement [Form]:
Drinker Biddle – Warren Gorrell, Jr., Esq.
Stuart A. Barr, Esq.
Facsimile: (202) 637-5910
9
{PAGE}
and
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103-6996
Attention: Howard
dt 35780
;
Hogan & Hartson
As referenced in this Shareholder Agreement [Form]:
Hogan & Hartson – General Counsel
Facsimile: (215) 546-7311
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
Columbia Square
555 13th Street, N.W.
Washington, D.C. 20004-1109
dt 37289
;
|
Reed Smith
As referenced in this Shareholder Agreement [Form]:
Reed Smith – J. Hamilton
Facsimile: (814) 536-9525
with a copy (which shall not constitute notice) to:
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esq.
Facsimile: (412)
dt 33362
;
Sullivan
As referenced in this Shareholder Agreement [Form]:
Sullivan & Cromwell – Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esq.
Facsimile: (412) 288-3218
and
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498
Attention: Joseph C. Shenker, Esq.
Facsimile: (
dt 31508
;
PREIT Associates, L.P.
|
| Preview
Full Doc
| 2000 |
Stockholders Agreement
Stockholders Agreement (116K)
Doc #255050: Click preview link for longer preview.
STOCKHOLDERS AGREEMENT
by and among
FRONTLINE CAPITAL GROUP (formerly known as
RECKSON SERVICE INDUSTRIES, INC.),
HQ GLOBAL HOLDINGS, INC.,
and
CARRAMERICA REALTY CORPORATION
Dated as of
June 1, 2000
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. DEFINITIONS............................................................................... 1
2. BOARD OF DIRECTORS OF THE COMPANY......................................................... 3
2.1. Number of Directors.............................................................. 3
2.2. Holder Nominees.................................................................. 4
2.3. Independent Directors............................................................ 5
2.4. Termination...................................................................... 5
3. INFORMATION RIGHTS......................................................................... 6
3.1. Information Rights of All Holders................................................ 6
3.2. Information Rights of 10% Holders................................................ 6
3.3. Confidentiality.................................................................. 7
3.4. Termination...................................................................... 7
4. LIMITATIONS ON CORPORATE ACTIONS........................................................... 7
4.1. REIT Restrictions................................................................ 7
4.2. No Acquisition of Common Stock from RSI or its Affiliates........................ 13
4.3. No Contravening Agreement........................................................ 13
4.4. Termination...................................................................... 13
5. PARTICIPATION RIGHTS....................................................................... 14
5.1. Right to Participate............................................................. 14
5.2. Notice........................................................................... 14
5.3. Abandonment of Sale or Issuance.................................................. 15
5.4. Terms of Sale.................................................................... 15
5.5. Timing of Sale................................................................... 15
5.6. Termination of Participation Right............................................... 16
6. TAG-ALONG RIGHTS........................................................................... 17
6.1. Rights and Notice................................................................ 17
6.2. Abandonment of Sale.............................................................. 18
6.3. Timing of Sale................................................................... 18
6.4. Termination of Tag-Along Right................................................... 18
7. PUT RIGHTS................................................................................. 18
7.1. 2000 Put Right................................................................... 18
7.2. 2001 Put Right................................................................... 19
7.3. 2002 Put Right................................................................... 20
7.4. Procedures to Determine Fair Market Value........................................ 22
7.5. Indemnification of Designated Holder............................................. 23
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
8. TRANSFER RESTRICTIONS.......................................................................... 23
8.1. RSI Right of First Offer.............................................................. 23
8.2. Holder Right of First Offer........................................................... 24
8.3. No Obligation to Purchase............................................................. 25
8.4. Termination of the Rights of First Offer.............................................. 26
8.5. IPO Lock-Up........................................................................... 26
9. LEASE GUARANTEE INDEMNIFICATION................................................................ 26
10. PURCHASE RIGHT AGREEMENT ANTI-DILUTION PROTECTION.............................................. 27
11. MISCELLANEOUS.................................................................................. 27
11.1. RSI Assurance......................................................................... 27
11.2. Assignment............................................................................ 27
11.3. Entire Agreement; Amendment........................................................... 27
11.4. Waiver................................................................................ 28
11.5. Limitation on Benefit................................................................. 28
11.6. Binding Effect........................................................................ 28
11.7. Governing Law......................................................................... 28
11.8. Notices............................................................................... 28
11.9. Headings.............................................................................. 30
11.10. Execution in Counterparts............................................................. 30
11.11. Interpretation; Absence of Presumption................................................ 31
11.12. Severability.......................................................................... 31
11.13. Specific Performance.................................................................. 31
11.14. Consent to Jurisdiction............................................................... 31
11.15. Litigation Costs...................................................................... 32
{/TABLE}
EXHIBIT A
ii
{PAGE}
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of June 1,
2000, is made by and among FrontLine Capital Group (formerly known as Reckson
Service Industries, Inc.) ("RSI"), HQ Global Holdings, Inc. (the "Company") and
CarrAmerica Realty Corporation ("CarrAmerica" or the "Designated Holder").
WHEREAS, RSI, CarrAmerica and certain other parties have entered into
that certain Stock Purchase Agreement dated as of January 20, 2000, as amended
pursuant to which RSI is acquiring on the date hereof certain shares of common
stock of HQ Global Workplaces, Inc. ("HQ Global") owned by CarrAmerica and such
other parties (the "Transaction");
WHEREAS, the parties believe it is in their best interests to enter
into this Agreement and provide for certain rights and restrictions with respect
to the continuing investment by RSI and each Holder (as hereafter defined) in
the Company and the corporate governance of the Company; and
WHEREAS, it is a condition precedent to the completion of the
Transaction that the parties enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, certain capitalized terms not otherwise
defined herein shall have the following respective meanings:
"10% Holder" shall mean any Holder hereunder who, together with any
Affiliates, holds more than ten percent (10%) of the total number of issued and
outstanding shares of Common Stock of the Company.
"Affiliate" shall mean, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, or (ii) any officer, director, general partner, managing member or
trustee of such Person or any Person referred to in clause (i) above. For
purposes of this definition, "control," when used with respect to any Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Board" shall mean the board of directors of the Company.
{PAGE}
"Code" shall mean the Internal Revenue Code of 1986, as amended
(including for this purpose the amendments made to Section 856(c)(4)(B)(iii) of
the Code by Pub. L. No. 106-170, The Ticket to Work and Work Incentives
Improvement Act of 1999, 113 Stat. 1860 (the "RMA")), and any successor thereto,
including all of the rules and regulations promulgated thereunder.
"Common Stock" shall mean any common stock of the Company, including,
without limitation, the Voting Common Stock and the Nonvoting Common Stock.
"Director" shall mean a member of the Board.
"Government Authority" shall mean any government or state (or any
subdivision thereof) of or in the United States or any foreign nation, or any
agency, authority, bureau, commission, department or similar body or
instrumentality thereof, or any governmental court or tribunal.
"Holder" shall mean CarrAmerica and any stockholder of the Company
that becomes a party to this agreement after the date hereof in accordance with
the terms herein.
"Immediate Family Member" shall mean, with respect to any natural
Person, (i) such natural Person's spouse, parents, descendants, nephews, nieces,
brothers and sisters, and (ii) any trust established by such Person or any of
the persons listed in clause (i) above, the sole beneficiaries of which are such
Person or any of the persons listed in clause (i) above.
"Independent Director" shall mean any Director who (i) is not an
officer or employee of the Company, (ii) is not an officer, employee or director
of RSI, (iii) does not have a material financial interest in or relationship
with RSI (it being agreed that for purposes of this definition, any Director who
owns less than five percent (5%) of the issued and outstanding RSI common stock
shall be deemed not to have a material financial interest in or relationship
with RSI by virtue of such stock ownership), and (iv) is not an Affiliate or an
Immediate Family Member of any Person covered by clauses (i), (ii) or (iii)
above.
"IPO" shall mean one or more sales of Common Stock by the Company
pursuant to one or more registration statements effective under the Securities
Act of 1933, as amended (the "1933 Act") that results in (i) gross proceeds to
the Company of not less than $150,000,000 and (ii) the listing for trading on
either the NASDAQ Stock Market or a national securities exchange of all shares
of Voting Common Stock of the Company.
"Majority Consent of the Holders" shall mean the approval of Holders
owning at least a majority of all of the issued shares of Voting Common Stock
owned by the Holders at such time.
"Nonvoting Common Stock" shall mean the Nonvoting Common Stock, par
value $.01 per share, of the Company.
255050
|
CarrAmerica
As referenced in this Stockholders Agreement:
CARRAMERICA REALTY – Exhibit 10.5
--------------------------------------------------------------------------------
STOCKHOLDERS AGREEMENT
by and among
FRONTLINE CAPITAL GROUP (formerly known as
RECKSON SERVICE INDUSTRIES, INC.),
HQ GLOBAL HOLDINGS, INC.,
and
CARRAMERICA REALTY CORPORATION
Dated as of
June 1, 2000
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. DEFINITIONS............................................................................... 1
2. BOARD OF DIRECTORS
_____________
CarrAmerica Realty – is made by and among FrontLine Capital Group (formerly known as Reckson
Service Industries, Inc.) ("RSI"), HQ Global Holdings, Inc. (the "Company") and
CarrAmerica Realty Corporation ("CarrAmerica" or the "Designated Holder").
WHEREAS, RSI, CarrAmerica and certain other parties have entered into
that certain Stock Purchase Agreement dated as
_____________
CarrAmerica Realty – New York, New York 10048-0057
Attn.: Joseph W. Armbrust, Jr.
J. Gerard Cummins
Facsimile No.: 212/839-5599
(iii) If to CarrAmerica:
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Attn.: Linda A. Madrid, General Counsel
Facsimile No.: 202/729-1160
29
{PAGE}
_____________
CARRAMERICA REALTY – of Record:___________________
HQ GLOBAL HOLDINGS, INC.
By: /s/ Jill B. Louis
-----------------
Name: Jill B. Louis
Title: Vice President, Secretary, General
Counsel
HOLDERS
-------
CARRAMERICA REALTY CORPORATION
By: /s/ Karen B. Dorigan
--------------------
Name: Karen B. Dorigan
Title: Managing Director
Number of Shares of Common Stock
Owned of Record:___________________
{/
_____________
dt 110934
;
CarrAmerica
As referenced in this Stockholders Agreement:
CARRAMERICA REALTY – Exhibit 10.5
--------------------------------------------------------------------------------
STOCKHOLDERS AGREEMENT
by and among
FRONTLINE CAPITAL GROUP (formerly known as
RECKSON SERVICE INDUSTRIES, INC.),
HQ GLOBAL HOLDINGS, INC.,
and
CARRAMERICA REALTY CORPORATION
Dated as of
June 1, 2000
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. DEFINITIONS............................................................................... 1
2. BOARD OF DIRECTORS
_____________
CarrAmerica Realty – is made by and among FrontLine Capital Group (formerly known as Reckson
Service Industries, Inc.) ("RSI"), HQ Global Holdings, Inc. (the "Company") and
CarrAmerica Realty Corporation ("CarrAmerica" or the "Designated Holder").
WHEREAS, RSI, CarrAmerica and certain other parties have entered into
that certain Stock Purchase Agreement dated as
_____________
CarrAmerica Realty – New York, New York 10048-0057
Attn.: Joseph W. Armbrust, Jr.
J. Gerard Cummins
Facsimile No.: 212/839-5599
(iii) If to CarrAmerica:
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Attn.: Linda A. Madrid, General Counsel
Facsimile No.: 202/729-1160
29
{PAGE}
_____________
CARRAMERICA REALTY – of Record:___________________
HQ GLOBAL HOLDINGS, INC.
By: /s/ Jill B. Louis
-----------------
Name: Jill B. Louis
Title: Vice President, Secretary, General
Counsel
HOLDERS
-------
CARRAMERICA REALTY CORPORATION
By: /s/ Karen B. Dorigan
--------------------
Name: Karen B. Dorigan
Title: Managing Director
Number of Shares of Common Stock
Owned of Record:___________________
{/
_____________
dt 110934
;
EOP
As referenced in this Stockholders Agreement:
Equity Office Properties Trust – continues to make the election to be taxed as a REIT, the Company shall, so long
as the Company is a TRS of Equity Office Properties Trust or any successor-in-
interest thereof ("EOPT"), (A) elect to be treated as a TRS of CarrAmerica and
(B) not take any action
_____________
dt 111833
;
|
EOP
As referenced in this Stockholders Agreement:
Equity Office Properties Trust – continues to make the election to be taxed as a REIT, the Company shall, so long
as the Company is a TRS of Equity Office Properties Trust or any successor-in-
interest thereof ("EOPT"), (A) elect to be treated as a TRS of CarrAmerica and
(B) not take any action
_____________
dt 111833
;
FrontLine
As referenced in this Stockholders Agreement:
FRONTLINE CAPITAL GROUP – DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}6
{FILENAME}0006.txt
{DESCRIPTION}STOCKHOLDERS AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.5
--------------------------------------------------------------------------------
STOCKHOLDERS AGREEMENT
by and among
FRONTLINE CAPITAL GROUP (formerly known as
RECKSON SERVICE INDUSTRIES, INC.),
HQ GLOBAL HOLDINGS, INC.,
and
CARRAMERICA REALTY CORPORATION
Dated as of
June 1, 2000
--------------------------------------------------------------------------------
{PAGE}
_____________
FrontLine Capital Group – TABLE}
EXHIBIT A
ii
{PAGE}
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of June 1,
2000, is made by and among FrontLine Capital Group (formerly known as Reckson
Service Industries, Inc.) ("RSI"), HQ Global Holdings, Inc. (the "Company") and
CarrAmerica Realty Corporation ("CarrAmerica" or the "Designated
_____________
FrontLine Capital Group, – unincorporated organization, other form
of business or legal entity or Government Authority.
"Pereferred Stockholders Agreement" shall mean the Stockholders
Agreement by and among FrontLine Capital Group, HQ Global Holdings, Inc. and
certain holders of Series A Preferred Stock of HQ Global Holdings, Inc. named
therein, dated as of
_____________
FrontLine Capital Group
– Dunn & Crutcher
1717 Main Street, Suite 5500
Dallas, Texas 75201
Attn.: Harlan Cohen, Esq.
Facsimile No.: 214/698-3400
(ii) If to RSI:
FrontLine Capital Group
1350 Avenue of the Americas
New York, New York 10019
Attn.: Jason Barnett, General Counsel
Facsimile No.: 212/931-8001
with a
_____________
FRONTLINE CAPITAL GROUP
– WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.
FRONTLINE CAPITAL GROUP
By: /s/ Jason Barnett
-----------------
Name: Jason Barnett
Title: Executive Vice President
Number of Shares of Common Stock
Owned of Record:___________________
HQ
_____________
dt 236477
;
More... |
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| 2002 |
Shareholders' Agreement [Amended and Restated]
Shareholders' Agreement [Amended and Restated] (33K)
Doc #258296: Click preview link for longer preview.
AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT
This Amended and Restated Shareholders' Agreement (this "Agreement") is
entered into the 30th day of October, 2001, among Taub-Co Management, Inc., a
Michigan corporation (the "Company"), The Taubman Realty Group Limited
Partnership, a Delaware limited partnership ("TRG"), The A. Alfred Taubman
Restated Revocable Trust, as amended in its entirety by Instrument dated January
10, 1989 and subsequently by Instrument dated June 25, 1997, as the same may
hereafter be amended from time to time (the "AAT Trust") and Taub-Co Holdings
LLC, a Delaware limited liability company ("Holdings"), based upon the
following:
A. On November 20, 1992, the Company, TRG, the AAT Trust, and Taub-Co
Holdings Limited Partnership, a Delaware limited partnership, entered into a
shareholders' agreement (the "Shareholders' Agreement") governing the Company's
activities and the Company's voting common stock and non-voting common stock.
B. On October 30, 2001, the Company's Articles of Incorporation were
amended to provide that the Company has the authority to issue 60,000 shares of
common stock with full voting power.
C. Pursuant to the amendment to the Company's Articles of Incorporation,
all the non-voting shares became voting shares, and immediately after the filing
of the amendment, each share of the Company's non-voting common stock was
automatically converted into a share of voting common stock.
D. On October 30, 2001, Taub-Co Holdings Limited Partnership was
converted into a Delaware limited liability company known as "Holdings."
1
E. The parties hereto now wish to amend and restate the Shareholders'
Agreement in its entirety to reflect Holdings (as the successor to Taub-Co
Holdings Limited Partnership pursuant to its conversion to a limited liability
company) as a shareholder in the Company and for certain other reasons.
NOW THEREFORE, the parties hereto agree that the Shareholders' Agreement is
hereby amended and restated in its entirety to read as follows:
ARTICLE 1.
DEFINITIONS
As used in this Agreement, the following terms have the meanings indicated
below or in the Sections referred to below:
1.1 "AAT" means A. Alfred Taubman.
1.2 "AAT Trust" is defined in the Preamble to this Agreement.
1.3 "Affiliate" means: (i) with respect to any individual, any member of
such individual's Immediate Family, a Family Trust with respect to such
individual, and any Person (other than an individual) in which such individual
and/or his Affiliate(s) owns, directly or indirectly, more than 50% of any class
of Equity Security or of the aggregate Beneficial Interest of all beneficial
owners, or in which such individual or his Affiliate is the sole general
partner, or the sole managing general partner, or the sole managing member, or
that is Controlled by such individual and/or his Affiliates; and (ii) with
respect to any Person (other than an individual), any Person (other than an
individual) which Controls, is Controlled By, or is Under Common Control With,
such Person, and any individual who is the sole general partner or the sole
managing general partner or the sole managing member in, or who Controls, such
Person.
1.4 "Agreement" is defined in the Preamble to this Agreement.
1.5. "Beneficial Interest" means an interest, whether as partner,
shareholder, cestui que trust, or otherwise, a contract right, or a legal or
equitable position under or by which the possessor participates in the economic
or other results of a Business Organization to which such interest, contract
right, or position relates.
1.6. "Book Value" means the amount, at the relevant time and as determined
pursuant to GAAP and as certified by the Company's independent public
accountants, by which the Company's total assets exceed the Company's total
258296
|
Taubman
As referenced in this Shareholders' Agreement [Amended and Restated]:
Taubman Centers,
Inc – exchange or otherwise.
1.11 "Company" is defined in the Preamble to this Agreement.
1.12 "Continuing Offer" means the irrevocable offer of Taubman Centers,
Inc . ("TCI"), to certain partners in TRG and others, pursuant to which TCI may
acquire interests in TRG in exchange for shares of
_____________
dt 322567
;
Taubman
As referenced in this Shareholders' Agreement [Amended and Restated]:
Taubman Co – such Person's parents or of the parents of such Person's spouse
(former or then current).
4
1.23 "Manager" means The Taubman Co mpany LLC, a Delaware limited liability
company.
1.24 "Master Services Agreement" means the Master Services Agreement
between TRG and the Manager, as
_____________
dt 126175
;
|
Taubman Realty
As referenced in this Shareholders' Agreement [Amended and Restated]:
Taubman Realty Group – Agreement (this "Agreement") is
entered into the 30th day of October, 2001, among Taub-Co Management, Inc., a
Michigan corporation (the "Company"), The Taubman Realty Group Limited
Partnership, a Delaware limited partnership ("TRG"), The A. Alfred Taubman
Restated Revocable Trust, as amended in its entirety by Instrument dated
_____________
TAUBMAN REALTY GROUP – the date first above written.
TAUB-CO MANAGEMENT, INC., a Michigan
corporation
By: /s/ Robert S. Taubman
___________________________________________________
Its: Authorized Signatory
15
THE TAUBMAN REALTY GROUP LIMITED
PARTNERSHIP, a Delaware limited partnership
By: /s/ Lisa A. Payne
___________________________________________________
Its: Authorized Signatory
THE A. ALFRED TAUBMAN RESTATED REVOCABLE TRUST, as
_____________
dt 126343
;
Taub-Co Management Inc.
|
| Preview
Full Doc
| 2001 |
Excepted Holder Agreement
Excepted Holder Agreement (16K)
Doc #259014: Click preview link for longer preview.
EXCEPTED HOLDER AGREEMENT
This Excepted Holder Agreement (this "AGREEMENT") is made and entered into
as of March 9, 2001, by and between U.S. Restaurant Properties, Inc., a Maryland
corporation (the "COMPANY"), LSF3 Capital Investments I, LLC, a Delaware limited
liability company ("BUYER 1"), and LSF3 Capital Investments II, LLC, a Delaware
limited liability company ("BUYER 2") (Buyer 1 and Buyer 2 are sometimes
referred to collectively herein as "BUYER").
R E C I T A L S
A. Buyer proposes to purchase from the Company and from stockholders of
the Company (with such collective purchases referred to herein as the
"ACQUISITIONS") approximately 3,729,765 shares of common stock, par value $.001
per share, of the Company ("COMMON STOCK").
B. To help the Company maintain its status as a REIT, the Company's
Restated Articles of Incorporation (the "ARTICLES"), impose certain limitations
on the ownership of the Company's stock. Capitalized terms used in this
Agreement that are not otherwise defined shall have the meanings given to them
in the Articles. The Articles contain a general restriction prohibiting any
Person from owning more than a specified percentage (initially set at 9.8%) of
the Common Stock of the Company and any series of Preferred Stock of the
Company.
C. Pursuant to Section 7.10 of the Articles, the Company's Board of
Directors is permitted to increase the Common Stock Ownership Limit with respect
to a stockholder (as to such stockholder, an "EXCEPTED HOLDER LIMIT") and allow
ownership in excess of the Common Stock Ownership Limit if certain conditions
described in Section 7.11 of the Articles are satisfied.
D. This Agreement is intended to recognize that the Board of Directors of
the Company has agreed to increase the Common Stock Ownership Limit of Buyer if
certain conditions are satisfied and Buyer intends to satisfy such conditions by
execution of this Agreement.
A G R E E M E N T
1. REPRESENTATIONS AND COVENANTS OF BUYER 1 AND BUYER 2
Beginning on the date hereof, and during any period that an Excepted
Holder Limit established pursuant to this Agreement (as subsequently adjusted)
remains in effect, Buyer 1 and Buyer 2 represent and agree, severally and not
jointly, as follows:
1.1 As required by Section 7.11(A) of the Articles as a prerequisite to
increasing the Common Stock Ownership Limit of a stockholder, assuming no
individual, as such term is defined in Code Section 542(a)(2), is currently in
violation of its 9.8% Common Stock Ownership Limit, the Acquisitions will not
cause the Company to be "closely held" within the meaning of Section 856(h) of
the Code (assuming ownership of shares of Equity Stock by all
C-1
{PAGE} 2
Persons equal to the greatest of (i) the actual ownership, (ii) the Beneficial
Ownership of Equity Stock by each Person or (iii) the applicable Ownership Limit
259014
|
U.S. Restaurant
As referenced in this Excepted Holder Agreement:
U.S. Restaurant Properties, Inc – 6
EXCEPTED HOLDER AGREEMENT
This Excepted Holder Agreement (this "AGREEMENT") is made and entered into
as of March 9, 2001, by and between U.S. Restaurant Properties, Inc ., a Maryland
corporation (the "COMPANY"), LSF3 Capital Investments I, LLC, a Delaware limited
liability company ("BUYER 1"), and LSF3 Capital Investments II,
_____________
U.S. Restaurant Properties, Inc – Agreement to be signed by its duly
authorized officers as of the date forth in the introductory paragraph of this
Agreement.
The "Company"
U.S. Restaurant Properties, Inc .,
a Maryland corporation
By: /s/ Fred H. Margolin
-------------------------------
Name: Fred H. Margolin
-----------------------------
Title: CEO
----------------------------
"Buyer"
LSF3 Capital Investments I, LLC,
a Delaware
_____________
dt 133104
;
LSF3 Capital Investments I, LLC;
| LSF3 Capital Investments II, LLC
|
| Preview
Full Doc
| 2002 |
Stockholders Agreement [Amended and Restated No. 2]
Stockholders Agreement [Amended and Restated No. 2] (35K)
Doc #262387: Click preview link for longer preview.
SECOND AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"),
dated as of April 30, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("Stockholder"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29, 2001, as amended (the "Investment
Agreement"), pursuant to which, among other things, Stockholder acquired shares
of common stock, par value $0.10 per share, of the Company (the "Common Stock"),
which together with the Series C Preferred Stock held by Stockholder represent a
majority of the outstanding Voting Securities (as defined below);
WHEREAS, upon the closing of the transactions contemplated by the
Investment Agreement, the Company and Stockholder entered into an Amended and
Restated Stockholders Agreement, dated as of February 20, 2002 (the "Original
Agreement"); and
WHEREAS, the Company and the Stockholder wish to amend the Original
Agreement to clarify Stockholder's right to designate directors of the Company
and to make certain other changes.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:
I. DEFINITIONS
1.1 Definitions. Capitalized terms used herein and not defined herein will
have the meaning set forth in the Investment Agreement. In addition to the terms
defined elsewhere herein, the following terms have the following meanings when
used herein with initial capital letters:
(a) "Affiliate" of any Person means any other Person, that, directly or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, such Person; and, for the purposes of this
definition only, "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a Person whether through the ownership of securities, by contract
or agency or otherwise; provided that the Company and the Stockholder shall not
be deemed to be Affiliates of the other for purposes of this Agreement.
(b) "Assumption Agreement" means an agreement in writing in substantially
the form of Exhibit A hereto pursuant to which the party thereto agrees to be
bound by the terms and provisions of Sections 2.2, 2.5, 3.1 and 3.2 of this
Agreement.
(c) A Person will be deemed the "beneficial owner" of, and will be deemed
to "beneficially own", and will be deemed to have "beneficial ownership" of:
(i) any securities that such Person or any of such Person's Affiliates
is deemed to "beneficially own" within the meaning of Rule 13d-3 under the
Exchange Act, as in effect on the date of this Agreement; and
(ii) any securities (the "underlying securities") that such Person or
any of such Person's Affiliates has the right to acquire (whether such
right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (written or oral),
or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise (it being understood that such Person
will also be deemed to be the beneficial owner of the securities
convertible into or exchangeable for the underlying securities).
(d) "Board" means the Board of Directors of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
(f) "Person" means an individual, a corporation, a partnership, a limited
partnership, a limited liability company, an association, a trust or other
entity or organization, including without limitation a government or political
subdivision or an agency or instrumentality thereof.
(g) "Public Offering" means the sale of shares of any class of Securities
to the public pursuant to an effective registration statement (other than a
registration statement on Form S-4 or S-8 or any similar or successor form)
filed under the Securities Act.
(h) "Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement, dated as of February 20, 2002, between
Stockholder and the Company and any other registration rights agreement entered
into in accordance with Article III hereof.
(i) "Securities" means the Common Stock, the Series C Preferred and all
other securities of the Company entitled to vote generally in the election of
the directors of the Company, and all other securities convertible into,
exchangeable for or exercisable for any such securities (whether immediately or
otherwise).
(j) "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
(k) "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
disposition.
(l) "Voting Securities" means the Common Stock, the Series C Preferred and
all other securities of the Company entitled to vote generally in the election
of the directors of the Company. For the avoidance of doubt, the Series A
Preferred Stock and the Series B Preferred Stock of the Company are not Voting
Securities.
II. GOVERNANCE; RESTRICTIONS ON
ACQUISITION OF VOTING SECURITIES
2.1 Nomination and Voting for Stockholder Designees and Independent
Directors. (a) (a) Stockholder will be entitled at Stockholder's election to
designate from time to time up to such number (rounded to the nearest whole
number) of directors to the Board (the "Stockholder Designees") based on the
percentage of the Company's total issued and outstanding Voting Securities
beneficially owned by Stockholder on an as-converted basis, not to exceed the
minimum number of directors (rounded to the nearest whole number) that
represents at least 51% of the total number of directors entitled to be elected
to the Board from time to time (including any directors who may then be elected
or appointed to fill any vacant seat on the Board that exists from time to time
or who may then be elected or appointed pursuant to the terms of any series of
preferred stock of the Company); provided that (i) the aggregate number of
Stockholder Designees will not exceed the minimum number of directors (rounded
to the nearest whole number) that represents at least 51% of the total number of
directors entitled to be elected to the Board from time to time (including any
directors who may then be elected or appointed to fill any vacant seat on the
Board that exists from time to time or who may then be elected or appointed
pursuant to the terms of any series of preferred stock of the Company) and (ii)
the aggregate number of Stockholder Designees will constitute a majority of the
total number of directors on the Board only during such time as Explorer owns at
least a majority of the Company's total issued and outstanding Voting
Securities. For purposes hereof, directors elected by the holders of the
Company's Series C Preferred Stock pursuant to the terms thereof relating to
dividend arrearages shall be deemed Stockholder Designees so long as Stockholder
beneficially owns at least 66-2/3% of the outstanding Series C Preferred Stock.
262387
|
Omega Healthcare
As referenced in this Stockholders Agreement [Amended and Restated No. 2]:
Omega Healthcare Investors, – AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"),
dated as of April 30, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("Stockholder"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29,
_____________
Omega Healthcare Investors, – communications to either party
hereunder will be in writing (including telecopy or similar writing) and will be
given:
If to the Company, to:
Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
with a copy to:
Powell,
_____________
OMEGA HEALTHCARE INVESTORS, – HOLDINGS, L.P.
By: EXPLORER HOLDINGS GENPAR,
L.L.C., its General Partner
By: /S/ KYMBERLYN J. IRVIN
-------------------------------
Kymberlyn J. Irvin
Vice President
OMEGA HEALTHCARE INVESTORS, INC.
By: /S/ C. TAYLOR PICKETT
-------------------------------
C. Taylor Pickett
Chief Executive Officer
{PAGE}
EXHIBIT A
Form of Assumption Agreement
The undersigned hereby
_____________
Omega Healthcare
Investors, – and 3.2 of
that certain Second Amended and Restated Stockholders Agreement (the
"Agreement"), dated as of April 30, 2002, by and between Omega Healthcare
Investors, Inc. and Explorer Holdings, L.P. and for all purposes of such
sections of the Agreement, the undersigned shall be included within
_____________
dt 144769
;
Jones Day
As referenced in this Stockholders Agreement [Amended and Restated No. 2]:
Jones, Day – 4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75801
Attention: Kymberlyn J. Irvin
Fax: (214) 220-4949
with a copy to:
Jones, Day , Reavis & Pogue
222 East 41st Street
New York, New York 10017
Attention: Thomas W. Bark
Fax: (212) 755-7306
or such other
_____________
dt 160156
;
|
Powell Goldstein
As referenced in this Stockholders Agreement [Amended and Restated No. 2]:
Powell, Goldstein – Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
with a copy to:
Powell, Goldstein , Frazer & Murphy LLP
191 Peachtree Street, N.E.
Suite 1600
Atlanta, Georgia 30303
Attention: Rick Miller or
Eliot Robinson
Fax: (404) 572-
_____________
dt 141625
;
Explorer Holdings, L.P.
|
| Preview
Full Doc
| 2002 |
Stockholders Agreement [Amended and Restated]
Stockholders Agreement [Amended and Restated] (35K)
Doc #262391: Click preview link for longer preview.
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of
February 21, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("Stockholder"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29, 2001 (the "Investment Agreement"), pursuant
to which, among other things, Stockholder acquired shares of [Common Stock]
[Series D Preferred Stock, par value $1.00 per share, of the Company (the
"Series D Preferred"), which are convertible into shares of common stock, par
value $0.10 per share, of the Company (the "Common Stock") under certain
circumstances];
WHEREAS, the Company and Stockholder are parties to that certain
Stockholders Agreement, dated as of July 14, 2000 (the "Original Agreement");
and
WHEREAS, the Company and the Stockholder wish to amend and restate the
Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:
I. DEFINITIONS
1.1 Definitions. Capitalized terms used herein and not defined herein will
have the meaning set forth in the Investment Agreement. In addition to the terms
defined elsewhere herein, the following terms have the following meanings when
used herein with initial capital letters:
(a) "Affiliate" of any Person means any other Person, that, directly or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, such Person; and, for the purposes of this
definition only, "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a Person whether through the ownership of securities, by contract
or agency or otherwise.
(b) "Assumption Agreement" means an agreement in writing in substantially
the form of Exhibit A hereto pursuant to which the party thereto agrees to be
bound by the terms and provisions of Sections 2.2, 2.5, 3.1 and 3.2 of this
Agreement.
(c) A Person will be deemed the "beneficial owner" of, and will be deemed
to "beneficially own", and will be deemed to have "beneficial ownership" of:
(i) any securities that such Person or any of such Person's Affiliates
is deemed to "beneficially own" within the meaning of Rule 13d-3 under the
Exchange Act, as in effect on the date of this Agreement; and
(ii) any securities (the "underlying securities") that such Person or
any of such Person's Affiliates has the right to acquire (whether such
right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (written or oral),
or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise (it being understood that such Person
will also be deemed to be the beneficial owner of the securities
convertible into or exchangeable for the underlying securities).
(d) "Board" means the Board of Directors of the Company.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
(f) "Person" means an individual, a corporation, a partnership, a limited
partnership, a limited liability company, an association, a trust or other
entity or organization, including without limitation a government or political
subdivision or an agency or instrumentality thereof.
(g) "Public Offering" means the sale of shares of any class of Securities
to the public pursuant to an effective registration statement (other than a
registration statement on Form S-4 or S-8 or any similar or successor form)
filed under the Securities Act.
(h) "Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement, dated as of the date hereof, between Stockholder
and the Company and any other registration rights agreement entered into in
accordance with Article III hereof.
(i) "Securities" means the Common Stock, the Series C Preferred, the Series
D Preferred, all other securities of the Company entitled to vote generally in
the election of the directors of the Company, and all other securities
convertible into, exchangeable for or exercisable for any such securities
(whether immediately or otherwise).
(j) "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
(k) "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
disposition.
(l) "Voting Securities" means all Securities, other than the Series D
Preferred.
II. GOVERNANCE; RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES
2.1 Nomination and Voting for Stockholder Designees and Independent
Director. (a) From and after the Stockholder Approval Date, Stockholder will be
entitled at Stockholder's election to designate from time to time up to such
number of directors to the Board (the "Stockholder Designees") based on the
percentage of the Company's total issued and outstanding Voting Securities
beneficially owned by Stockholder, as set forth in the table below:
Percentage of Voting
Securities Beneficially
Owned by Stockholder Number of Stockholder Designees
Less than 5.00% 0
5.00% - 14.99% 1
15.0% - 24.99% 2
25.0% - 34.99% 3
35.0% - 44.99% 4
45.0% - 49.99% 5
Greater than 50.0% 6
(b) Between the date hereof and the Stockholder Approval Date, Stockholder
will be entitled at Stockholder's election to designate from time to time up to
such number of directors to the Board based on the percentage of the Company's
total issued and outstanding Voting Securities beneficially owned by
Stockholder, as set forth in the table below:
262391
|
Omega Healthcare
As referenced in this Stockholders Agreement [Amended and Restated]:
Omega Healthcare Investors, – AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of
February 21, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("Stockholder"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29,
_____________
Omega Healthcare Investors, – communications to either party
hereunder will be in writing (including telecopy or similar writing) and will be
given:
If to the Company, to:
---------------------
Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
with a copy to:
--------------
Powell,
_____________
OMEGA HEALTHCARE INVESTORS, – P.
By: EXPLORER HOLDINGS GENPAR,
L.L.C., its General Partner
By: /s/ WILLIAM T. CAVANAUGH, JR.
--------------------------------------
William T. Cavanaugh, Jr.
Vice President
OMEGA HEALTHCARE INVESTORS, INC.
By: /s/ C. TAYLOR PICKETT
--------------------------------------
C. Taylor Pickett
Chief Executive Officer
{PAGE}
EXHIBIT A
Form of Assumption Agreement
The undersigned hereby
_____________
Omega Healthcare Investors, – 1 and 3.2 of
that certain Amended and Restated Stockholders Agreement (the "Agreement") dated
as of February 21, 2002 by and between Omega Healthcare Investors, Inc. and
Explorer Holdings, L.P. and for all purposes of such sections of the Agreement,
the undersigned shall be included within
_____________
dt 144773
;
Jones Day
As referenced in this Stockholders Agreement [Amended and Restated]:
Jones, Day – 4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75801
Attention: William T. Cavanaugh
Fax: (214) 220-4949
with a copy to:
--------------
Jones, Day , Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
Attention: Thomas W. Bark
Fax: (212) 755-7306
or such other address
_____________
dt 160157
;
|
Powell Goldstein
As referenced in this Stockholders Agreement [Amended and Restated]:
Powell, Goldstein – Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
with a copy to:
--------------
Powell, Goldstein , Frazer & Murphy LLP
191 Peachtree Street, N.E.
Suite 1600
Atlanta, Georgia 30303
Attention: Rick Miller or
Eliot Robinson
Fax: (404) 572-
_____________
dt 141626
;
Explorer Holdings, L.P.
|
| Preview
Full Doc
| 2002 |
Stockholders Agreement [Amended and Restated]
Stockholders Agreement [Amended and Restated] (35K)
Doc #262394: Click preview link for longer preview.
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated as
of February 21, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("STOCKHOLDER"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "COMPANY").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29, 2001, as amended (the "INVESTMENT
AGREEMENT"), pursuant to which, among other things, Stockholder acquired shares
of common stock, par value $0.10 per share, of the Company (the "COMMON STOCK");
WHEREAS, the Company and Stockholder are parties to that certain
Stockholders Agreement, dated as of July 14, 2000 (the "ORIGINAL AGREEMENT");
and
WHEREAS, the Company and the Stockholder wish to amend and restate the
Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:
I. DEFINITIONS
1.1 DEFINITIONS. Capitalized terms used herein and not defined
herein will have the meaning set forth in the Investment Agreement. In addition
to the terms defined elsewhere herein, the following terms have the following
meanings when used herein with initial capital letters:
(a) "AFFILIATE" of any Person means any other Person, that, directly
or indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, such Person; and, for the purposes of this
definition only, "CONTROL" (including the terms "CONTROLLING", "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a Person whether through the ownership of securities, by contract
or agency or otherwise; provided that the Company and the Stockholder shall not
be
{Page}
deemed to be Affiliates of the other for purposes of this Agreement.
(b) "ASSUMPTION AGREEMENT" means an agreement in writing in
substantially the form of EXHIBIT A hereto pursuant to which the party thereto
agrees to be bound by the terms and provisions of Sections 2.2, 2.5, 3.1 and 3.2
of this Agreement.
(c) A Person will be deemed the "BENEFICIAL OWNER" of, and will be
deemed to "BENEFICIALLY OWN", and will be deemed to have "BENEFICIAL OWNERSHIP"
of:
(i) any securities that such Person or any of such Person's
Affiliates is deemed to "BENEFICIALLY OWN" within the meaning of
Rule 13d-3 under the Exchange Act, as in effect on the date of this
Agreement; and
(ii) any securities (the "UNDERLYING SECURITIES") that such
Person or any of such Person's Affiliates has the right to acquire
(whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or
understanding (written or oral), or upon the exercise of conversion
rights, exchange rights, rights, warrants or options, or otherwise
(it being understood that such Person will also be deemed to be the
beneficial owner of the securities convertible into or exchangeable
for the underlying securities).
(d) "BOARD" means the Board of Directors of the Company. -----
(e) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
(f) "PERSON" means an individual, a corporation, a partnership, a
limited partnership, a limited liability company, an association, a trust or
other entity or organization, including without limitation a government or
political subdivision or an agency or instrumentality thereof.
(g) "PUBLIC OFFERING" means the sale of shares of any class of
Securities to the public pursuant to an effective registration statement (other
than a registration statement on
262394
|
Omega Healthcare
As referenced in this Stockholders Agreement [Amended and Restated]:
Omega Healthcare Investors, – AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated as
of February 21, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("STOCKHOLDER"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "COMPANY").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29,
_____________
Omega Healthcare Investors, – communications to
either party hereunder will be in writing (including telecopy or similar
writing) and will be given:
IF TO THE COMPANY, TO:
Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
10
{Page}
WITH A COPY
_____________
OMEGA HEALTHCARE INVESTORS, – HOLDINGS, L.P.
By: EXPLORER HOLDINGS GENPAR, L.L.C., its
General Partner
By: /s/ Kymberlyn J. Irvin
-------------------------------------
Kymberlyn J. Irvin
Vice President
OMEGA HEALTHCARE INVESTORS, INC.
By: /s/ C. Taylor Pickett
-------------------------------------
C. Taylor Pickett
Chief Executive Officer
15
{Page}
EXHIBIT A
FORM OF ASSUMPTION AGREEMENT
The undersigned
_____________
Omega Healthcare Investors, – 1 and 3.2 of
that certain Amended and Restated Stockholders Agreement (the "Agreement") dated
as of February 21, 2002 by and between Omega Healthcare Investors, Inc. and
Explorer Holdings, L.P. and for all purposes of such sections of the Agreement,
the undersigned shall be included within
_____________
dt 144776
;
Jones Day
As referenced in this Stockholders Agreement [Amended and Restated]:
Jones, Day – 4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75801
Attention: Kymberlyn J. Irvin
Fax: (214) 220-4949
WITH A COPY TO:
Jones, Day , Reavis & Pogue
222 East 41st Street
New York, New York 10017
Attention: Thomas W. Bark
Fax: (212) 755-7306
or such other
_____________
dt 160158
;
|
Powell Goldstein
As referenced in this Stockholders Agreement [Amended and Restated]:
Powell, Goldstein – Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388
10
{Page}
WITH A COPY TO:
Powell, Goldstein , Frazer & Murphy LLP
191 Peachtree Street, N.E.
Suite 1600
Atlanta, Georgia 30303
Attention: Rick Miller or
Eliot Robinson
Fax: (404) 572-
_____________
dt 141627
;
Explorer Holdings, L.P.
|
| Preview
Full Doc
| 2001 |
Stockholders Agreement [Amended and Restated]
Stockholders Agreement [Amended and Restated] (35K)
Doc #262437: Click preview link for longer preview.
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated
as of ____________ __, 2001, between Explorer Holdings, L.P., a Delaware limited
partnership ("STOCKHOLDER"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "COMPANY").
WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29, 2001 (the "INVESTMENT AGREEMENT"), pursuant
to which, among other things, Stockholder acquired shares of [Common Stock]
[Series D Preferred Stock, par value $1.00 per share, of the Company (the
"SERIES D PREFERRED"), which are convertible into shares of common stock, par
value $0.10 per share, of the Company (the "COMMON STOCK") under certain
circumstances];
WHEREAS, the Company and Stockholder are parties to that certain
Stockholders Agreement, dated as of July 14, 2000 (the "ORIGINAL AGREEMENT");
and
WHEREAS, the Company and the Stockholder wish to amend and restate the
Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
I. DEFINITIONS
--------------
1.1 DEFINITIONS. Capitalized terms used herein and not defined
herein will have the meaning set forth in the Investment Agreement. In addition
to the terms defined elsewhere herein, the following terms have the following
meanings when used herein with initial capital letters:
(a) "AFFILIATE" of any Person means any other Person, that,
directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, such Person; and, for the
purposes of this definition only, "CONTROL" (including the terms "CONTROLLING",
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the
{PAGE}
management, policies or activities of a Person whether through the ownership of
securities, by contract or agency or otherwise.
(b) "ASSUMPTION AGREEMENT" means an agreement in writing in
substantially the form of EXHIBIT A hereto pursuant to which the party thereto
agrees to be bound by the terms and provisions of Sections 2.2, 2.5, 3.1 and 3.2
of this Agreement.
(c) A Person will be deemed the "BENEFICIAL OWNER" of, and will be
deemed to "BENEFICIALLY OWN", and will be deemed to have "BENEFICIAL OWNERSHIP"
of:
(i) any securities that such Person or any of such Person's
Affiliates is deemed to "BENEFICIALLY OWN" within the meaning of Rule 13d-3
under the Exchange Act, as in effect on the date of this Agreement; and
(ii) any securities (the "UNDERLYING SECURITIES") that such
Person or any of such Person's Affiliates has the right to acquire (whether such
right is exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding (written or oral), or upon the
exercise of conversion rights, exchange rights, rights, warrants or options, or
otherwise (it being understood that such Person will |