Idaho 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 Idaho Stockholders Agreement Template for Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors Introduction: The Idaho Stockholders Agreement outlined below aims to establish the guidelines and provisions that govern the relationship between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors (referred to collectively as "the Parties" or "Stockholders"). This legally binding agreement aims to protect the rights, responsibilities, and interests of each stockholder, ensuring cohesive decision-making and corporate governance. 1. Purpose: The Parties agree that this Stockholders Agreement is meant to promote the long-term success of Unilab Corp., maintain the value of stockholders' investments, and outline a framework for collaboration, cooperation, and effective decision-making. 2. Voting Rights and Shares: The Parties acknowledge and agree to the specific allocation of voting rights and shares as stated in the Unilab Corp. articles of incorporation and bylaws. Any changes to this allocation require unanimous written consent from all stockholders involved in this Agreement. 3. Board of Directors: As part of this Agreement, the Parties agree to appoint representatives to the Unilab Corp. Board of Directors. The number of representatives and the process of their selection shall be determined by the unanimous consent of the stockholders. It is agreed that each representative will act in the best interest of Unilab Corp. as a whole. 4. Decision-Making: The Parties shall engage in good faith discussions and aim for consensus on significant matters related to the business operations, financial management, or strategic direction of Unilab Corp. Such decisions may include, but are not limited to, mergers, acquisitions, major capital investments, or any action that may substantially impact the company's value or effect a change in control. Unanimous consent from the stockholders is required for such decisions. 5. Transfer of Shares: If any Party intends to transfer their shares in Unilab Corp., they must first offer the shares to the existing stockholders for purchase. This right of first refusal ensures that existing stockholders have the opportunity to increase their ownership percentage. If the offer is not accepted, the shares may be transferred to a third party, subject to compliance with applicable laws and regulations. 6. Confidentiality and Non-Competition: The Parties agree to maintain the confidentiality of any sensitive business information or intellectual property shared among them. Furthermore, during the term of this Agreement and for a specified duration after its termination, the Parties shall not engage in activities that may directly compete with the business activities of Unilab Corp. 7. Termination: This Stockholders Agreement may be terminated by mutual written agreement among the stockholders. Additionally, if Unilab Corp. completes an initial public offering (IPO) or a change in control occurs, this Agreement will automatically terminate. Conclusion: The Idaho Stockholders Agreement between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors establishes a framework for cooperation, decision-making, and protection of stockholders' rights. By adhering to the provisions outlined in this Agreement, the Parties aim to ensure the long-term success and sustainability of Unilab Corp.

Idaho Stockholders Agreement Template for Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors Introduction: The Idaho Stockholders Agreement outlined below aims to establish the guidelines and provisions that govern the relationship between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors (referred to collectively as "the Parties" or "Stockholders"). This legally binding agreement aims to protect the rights, responsibilities, and interests of each stockholder, ensuring cohesive decision-making and corporate governance. 1. Purpose: The Parties agree that this Stockholders Agreement is meant to promote the long-term success of Unilab Corp., maintain the value of stockholders' investments, and outline a framework for collaboration, cooperation, and effective decision-making. 2. Voting Rights and Shares: The Parties acknowledge and agree to the specific allocation of voting rights and shares as stated in the Unilab Corp. articles of incorporation and bylaws. Any changes to this allocation require unanimous written consent from all stockholders involved in this Agreement. 3. Board of Directors: As part of this Agreement, the Parties agree to appoint representatives to the Unilab Corp. Board of Directors. The number of representatives and the process of their selection shall be determined by the unanimous consent of the stockholders. It is agreed that each representative will act in the best interest of Unilab Corp. as a whole. 4. Decision-Making: The Parties shall engage in good faith discussions and aim for consensus on significant matters related to the business operations, financial management, or strategic direction of Unilab Corp. Such decisions may include, but are not limited to, mergers, acquisitions, major capital investments, or any action that may substantially impact the company's value or effect a change in control. Unanimous consent from the stockholders is required for such decisions. 5. Transfer of Shares: If any Party intends to transfer their shares in Unilab Corp., they must first offer the shares to the existing stockholders for purchase. This right of first refusal ensures that existing stockholders have the opportunity to increase their ownership percentage. If the offer is not accepted, the shares may be transferred to a third party, subject to compliance with applicable laws and regulations. 6. Confidentiality and Non-Competition: The Parties agree to maintain the confidentiality of any sensitive business information or intellectual property shared among them. Furthermore, during the term of this Agreement and for a specified duration after its termination, the Parties shall not engage in activities that may directly compete with the business activities of Unilab Corp. 7. Termination: This Stockholders Agreement may be terminated by mutual written agreement among the stockholders. Additionally, if Unilab Corp. completes an initial public offering (IPO) or a change in control occurs, this Agreement will automatically terminate. Conclusion: The Idaho Stockholders Agreement between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors establishes a framework for cooperation, decision-making, and protection of stockholders' rights. By adhering to the provisions outlined in this Agreement, the Parties aim to ensure the long-term success and sustainability of Unilab Corp.