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doctype: Second Amended and Restated Stockholders Agreement

CITADEL BROADCASTING CO. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (1997-09-30)

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is dated as of June 28, 1996, by and among CITADEL COMMUNICATIONS CORPORATION, a Nevada corporation (the "Company"), BAKER, FENTRESS & COMPANY, a Delaware corporation ("BFC"), BANK OF AMERICA ILLINOIS (an Illinois banking corporation f/k/a Continental Bank, N.A., the "Bank"), certain individuals listed on the Bank Co-Investor Signature Page attached hereto (the "Bank Co-Investors"), ABRY BROADCAST PARTNERS II, L.P., a Delaware limited partnership ("ABRY"), ABRY/CITADEL INVESTMENT PARTNERS, L.P., a Delaware limited partnership ("ABRY/CIP"), OPPENHEIMER & CO., INC., a Delaware corporation ("Oppenheimer"), FINOVA CAPITAL CORPORATION, a Delaware corporation ("FINOVA"), LAWRENCE R. WILSON (the "Executive"), CLAIRE WILSON ("CW") and certain members of management listed on the Management Signature Page attached hereto (the "Managers"). The Executive and CW sometimes are referred to herein collectively as "Wilson." Wilson and the Managers sometimes are referred to herein collectively as "Management". The Bank and the Bank Co-Investors sometimes are referred to herein collectively as "BofA." BFC, BofA, ABRY, ABRY/CIP and Oppenheimer sometimes are referred to herein collectively as the "Investors" and individually as an "Investor." The Investors, FINOVA, and Management sometimes are referred to herein collectively as the "Stockholders" and individually as a "Stockholder." Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 1 hereof.

CITADEL BROADCASTING CO. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (1997-09-30)

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is dated as of June 28, 1996, by and among CITADEL COMMUNICATIONS CORPORATION, a Nevada corporation (the "Company"), BAKER, FENTRESS & COMPANY, a Delaware corporation ("BFC"), BANK OF AMERICA ILLINOIS (an Illinois banking corporation f/k/a Continental Bank, N.A., the "Bank"), certain individuals listed on the Bank Co-Investor Signature Page attached hereto (the "Bank Co-Investors"), ABRY BROADCAST PARTNERS II, L.P., a Delaware limited partnership ("ABRY"), ABRY/CITADEL INVESTMENT PARTNERS, L.P., a Delaware limited partnership ("ABRY/CIP"), OPPENHEIMER & CO., INC., a Delaware corporation ("Oppenheimer"), FINOVA CAPITAL CORPORATION, a Delaware corporation ("FINOVA"), LAWRENCE R. WILSON (the "Executive"), CLAIRE WILSON ("CW") and certain members of management listed on the Management Signature Page attached hereto (the "Managers"). The Executive and CW sometimes are referred to herein collectively as "Wilson." Wilson and the Managers sometimes are referred to herein collectively as "Management". The Bank and the Bank Co-Investors sometimes are referred to herein collectively as "BofA." BFC, BofA, ABRY, ABRY/CIP and Oppenheimer sometimes are referred to herein collectively as the "Investors" and individually as an "Investor." The Investors, FINOVA, and Management sometimes are referred to herein collectively as the "Stockholders" and individually as a "Stockholder." Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 1 hereof.

CORDILLERA COMMUNICATIONS CORP. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (1998-09-03)

THIS AGREEMENT ("This Agreement") is dated as of October 3, 1997, by and between Centennial Communications Corp., a Delaware corporation, (the "Company"), and each of the Investors listed on the Schedule of Investors attached hereto (individually, an "Investor" and collectively, the "Investors"). Unless otherwise defined, capitalized terms used herein are defined in paragraph 6 hereof.

TRI STATE OUTDOOR MEDIA GROUP INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (1998-07-15)

FRISBY TECHNOLOGIES INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (2000-10-31)

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") among FRISBY TECHNOLOGIES, INC., a Delaware corporation (the "Company"), JEFFRY D. FRISBY ("J. Frisby"), GREGORY S. FRISBY ("G. Frisby") (each of J. Frisby and G. Frisby, a "Frisby Stockholder" and, collectively, the "Frisby Stockholders") and MUSI INVESTMENTS S.A., a Luxemburg societe anonyme ("MUSI") (each of the Frisby Stockholders and MUSI, a "Stockholder" and, collectively, the "Stockholders"), is made as of the 30th day of May 2000 for the purpose of amending and restating the Amended and Restated Stockholders Agreement among the Company and the Stockholders dated March 31, 1998 (the "Amended Agreement") which amended and restated the Stockholders Agreement among the Company and the Stockholders dated December 29, 1997 (the "Original Agreement").

LEINER HEALTH PRODUCTS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (2001-06-29)

RENT A CENTER INC DE. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (2002-08-12)

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "AGREEMENT"), is effective as of the close of business on the 5th day of August, 2002, and is entered into by and among (i) each of Apollo Investment Fund IV, L.P., a Delaware limited partnership, and Apollo Overseas Partners IV, L.P., an exempted limited partnership registered in the Cayman Islands acting through its general partner (individually and collectively with their Permitted Transferees (defined below), "APOLLO"), (ii) Mark E. Speese, an individual ("SPEESE"), (iii) Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), (iv) each Person (defined below) named in Exhibit A attached hereto (the "SPEESE OTHER PARTIES" and together with Speese, the "SPEESE GROUP"), and (v) each other Person who becomes a party to the Agreement in accordance with the terms hereof (all of the foregoing, collectively, the "PARTIES"). Terms with initial capital letters used but not otherwise defined herein shall have the meanings given in Section 1.1.

CROWN MEDIA HOLDINGS INC. in connection with the Second Amended and Restated Stockholders Agreement (2003-03-28)

CROWN MEDIA HOLDINGS INC. in connection with the Second Amended and Restated Stockholders Agreement (2003-03-28)

DOLLAR FINANCIAL GROUP INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (2003-12-23)

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “ **Agreement** ”), dated as of November 13, 2003, by and among Green Equity Investors II, L.P., a Delaware limited partnership (the “ **Purchaser** ”), Stone Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, “ **Stone** ”), Bridge Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, “ **Bridge** ”), GS Mezzanine Partners, L.P., a Delaware limited partnership (collectively with its permitted assigns, “ **GSMP Onshore** ”), GS Mezzanine Partners Offshore, L.P., an exempt Cayman Islands limited partnership (collectively with its permitted assigns, “ **GSMP Offshore** ” and, collectively with Stone, Bridge and GSMP Onshore, “ **GSMP** ”), Ares Leveraged Investment Fund, L.P., a Delaware limited partnership (“ **Ares I** ”), Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (“ **Ares II** ”, and collectively with Ares I, “ **Ares** ”), C.L. Jeffrey, an individual (“ **CL** ”), Sheila Jeffrey, an individual (together with CL, the “ **Broker** ”), certain stockholders signatories hereto (individually, the “ **Executive** ”, and collectively, the “ **Executives** ”) and DFG Holdings, Inc., a Delaware corporation (the “ **Company** ”), amends and restates in its entirety the Stockholders Agreement, dated as of November 13, 1998, by and among the Purchaser, the Executives and the Company. Each of the parties to this Agreement (other than the Company) and any other Person (as defined in Section 4.1) who shall become a party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to individually as a “ **Stockholder** ” and collectively as “ **Stockholders** ”. GSMP and Ares are sometimes herein referred to individually as an “ **Investor** ” and collectively as “ **Investors** ”.

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