California Stockholders Agreement between Unilab Corp., Kelso Investment Associates VI, LLP, KEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors

• Category: Corporations - Public - Stockholder
• State: Multi-State
• Control #: US-EG-9201
• Format: Word; Rich Text

Description

Stockholders Agreement between Unilab Corporation , Kelso Investment Associates VI, LLP, KEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, Roll-Over Investors regarding the provision of certain rights and restrictions with respect to outstanding California Stockholders Agreement is a legally binding contract between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. This agreement outlines the rights, responsibilities, and obligations of each party in regard to their shareholdings in Unilab Corp. Here is a detailed description of the key aspects covered in this California Stockholders Agreement: 1. Share ownership: The agreement specifies the number and type of shares held by each party, including any restrictions on transferability and the rights attached to these shares. 2. Voting rights: The agreement outlines the voting rights and procedures for making collective decisions on matters affecting the company. It may cover topics such as board composition, appointment of directors, and major corporate actions that require shareholder approval. 3. Shareholder obligations: The agreement sets out the responsibilities and obligations of shareholders, including attendance at shareholder meetings, information sharing, and compliance with applicable laws and regulations. 4. Restrictions on share transfers: The agreement may include provisions to restrict the sale or transfer of shares to third parties without the consent of other shareholders. This helps maintain stability and control within the company. 5. Tag-along and drag-along rights: The agreement may include provisions that grant tag-along rights to minority shareholders, allowing them to sell their shares on the same terms as the majority shareholders in the event of a sale of the company. Similarly, drag-along rights may be included, allowing majority shareholders to require minority shareholders to join in a sale of the company. 6. Preemptive rights: The agreement may grant preemptive rights to existing shareholders, giving them the opportunity to purchase additional shares before they are offered to third parties. This helps protect the proportional ownership interests of shareholders. 7. Confidentiality and non-compete clauses: The agreement may include provisions to protect sensitive business information and prevent shareholders from competing with the company during their tenure and for a certain period after their shareholding ceases. 8. Dispute resolution: The agreement may outline the procedures for resolving disputes between shareholders, such as negotiation, mediation, or arbitration. This helps prevent costly legal battles and promotes swift resolution. Different types of California Stockholders Agreements can be categorized based on the specific terms and conditions included in the agreement. For example: — Preferred Stockholders Agreement: Specifically addresses the rights and preferences of preferred shareholders, such as dividend rights, liquidation preferences, and conversion rights. — Voting Rights Agreement: Focuses predominantly on voting rights and procedures, including the appointment of directors, quorum requirements, and resolutions. — Buy-Sell Agreement: Contains provisions for buying and selling shares among the parties involved, including mechanisms for setting the price and terms of the transaction. — Shareholders' Rights Agreement: Emphasizes the rights of shareholders, such as inspection and access to company records, participation in merger or acquisition transactions, and the right to information disclosure. In conclusion, the California Stockholders Agreement between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors outlines the rights, obligations, and mechanisms for decision-making among the shareholders. Its purpose is to ensure fair and orderly governance of the company while protecting the interests of all shareholders.

California Stockholders Agreement is a legally binding contract between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. This agreement outlines the rights, responsibilities, and obligations of each party in regard to their shareholdings in Unilab Corp. Here is a detailed description of the key aspects covered in this California Stockholders Agreement: 1. Share ownership: The agreement specifies the number and type of shares held by each party, including any restrictions on transferability and the rights attached to these shares. 2. Voting rights: The agreement outlines the voting rights and procedures for making collective decisions on matters affecting the company. It may cover topics such as board composition, appointment of directors, and major corporate actions that require shareholder approval. 3. Shareholder obligations: The agreement sets out the responsibilities and obligations of shareholders, including attendance at shareholder meetings, information sharing, and compliance with applicable laws and regulations. 4. Restrictions on share transfers: The agreement may include provisions to restrict the sale or transfer of shares to third parties without the consent of other shareholders. This helps maintain stability and control within the company. 5. Tag-along and drag-along rights: The agreement may include provisions that grant tag-along rights to minority shareholders, allowing them to sell their shares on the same terms as the majority shareholders in the event of a sale of the company. Similarly, drag-along rights may be included, allowing majority shareholders to require minority shareholders to join in a sale of the company. 6. Preemptive rights: The agreement may grant preemptive rights to existing shareholders, giving them the opportunity to purchase additional shares before they are offered to third parties. This helps protect the proportional ownership interests of shareholders. 7. Confidentiality and non-compete clauses: The agreement may include provisions to protect sensitive business information and prevent shareholders from competing with the company during their tenure and for a certain period after their shareholding ceases. 8. Dispute resolution: The agreement may outline the procedures for resolving disputes between shareholders, such as negotiation, mediation, or arbitration. This helps prevent costly legal battles and promotes swift resolution. Different types of California Stockholders Agreements can be categorized based on the specific terms and conditions included in the agreement. For example: — Preferred Stockholders Agreement: Specifically addresses the rights and preferences of preferred shareholders, such as dividend rights, liquidation preferences, and conversion rights. — Voting Rights Agreement: Focuses predominantly on voting rights and procedures, including the appointment of directors, quorum requirements, and resolutions. — Buy-Sell Agreement: Contains provisions for buying and selling shares among the parties involved, including mechanisms for setting the price and terms of the transaction. — Shareholders' Rights Agreement: Emphasizes the rights of shareholders, such as inspection and access to company records, participation in merger or acquisition transactions, and the right to information disclosure. In conclusion, the California Stockholders Agreement between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors outlines the rights, obligations, and mechanisms for decision-making among the shareholders. Its purpose is to ensure fair and orderly governance of the company while protecting the interests of all shareholders.