New Jersey Call Agreement between Kelso and Company, LP, Unilab Corporation and Bankers Trust Company

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9198
• Format: Word; Rich Text

Description

Capital Call Agreement between Kelso and Company, LP, Unilab Corporation and Bankers Trust Company dated November 23, 1999. 12 pages Title: New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company Keywords: New Jersey, Call Agreement, Also and Company, LP, Unilab Corporation, Bankers Trust Company Introduction: The New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company establishes a contractual arrangement that governs the exercise and redemption of call options. This agreement provides a detailed framework for the parties to execute call options on specified terms in compliance with the laws of the state of New Jersey. Here, we will explore the provisions and potential types of New Jersey Call Agreements between the parties involved. 1. Overview of the Parties: a) Also and Company, LP: Also and Company, LP, is a private equity firm based in New York City that specializes in making long-term investments in a wide range of industries. b) Unilab Corporation: Unilab Corporation operates as a leading provider of diagnostic testing, information, and services to hospitals, healthcare professionals, and patients. c) Bankers Trust Company: Bankers Trust Company is a renowned financial institution known for its exceptional investment banking, asset management, and trust services. 2. Purpose of the New Jersey Call Agreement: The New Jersey Call Agreement between the parties serves the purpose of establishing specific terms and conditions for exercising call options within the state's legal framework. It provides a mechanism for acquiring and redeeming shares, ensuring transparency, fairness, and regulatory compliance. 3. Key Provisions of the New Jersey Call Agreement: a) Option Exercise and Redemption: The agreement outlines the process for exercising call options, including documentation, timing, and transfer procedures. It stipulates the redemption price for shares subject to the call option, ensuring a fair value for all parties involved. b) Non-Disclosure and Confidentiality: To protect sensitive information exchanged during the call option process, the agreement incorporates non-disclosure and confidentiality clauses. This preserves the confidentiality of proprietary data, trade secrets, and any other information shared between the parties. c) Governing Law and Jurisdiction: Since the agreement pertains to events occurring within New Jersey, it establishes the state's laws as the governing framework. It specifies New Jersey courts as the jurisdiction for any legal disputes or interpretations arising from the agreement. 4. Potential Types of New Jersey Call Agreements: a) Fixed Call Agreement: A fixed call agreement outlines predetermined terms, including a fixed redemption price and a specified exercise period for call options. This type of agreement provides stability and predictability for all parties involved. b) Floating Call Agreement: In contrast to a fixed call agreement, a floating call agreement allows for periodic adjustments to the redemption price based on a pre-determined formula or market-related factors. This type of agreement enables flexibility in response to changes in valuation. c) Perpetual Call Agreement: A perpetual call agreement has no expiration date. It allows the parties to exercise call options indefinitely, subject to compliance with the agreement's terms. This type of agreement may be suitable for long-term investment strategies or conditions where periodic review or termination is not desired. Conclusion: The New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company establishes the foundation for executing call options within the framework of New Jersey's legal system. With various types of call agreements available, the parties involved can choose an arrangement that aligns with their specific objectives, ensuring fair and transparent transactions.

Title: New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company Keywords: New Jersey, Call Agreement, Also and Company, LP, Unilab Corporation, Bankers Trust Company Introduction: The New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company establishes a contractual arrangement that governs the exercise and redemption of call options. This agreement provides a detailed framework for the parties to execute call options on specified terms in compliance with the laws of the state of New Jersey. Here, we will explore the provisions and potential types of New Jersey Call Agreements between the parties involved. 1. Overview of the Parties: a) Also and Company, LP: Also and Company, LP, is a private equity firm based in New York City that specializes in making long-term investments in a wide range of industries. b) Unilab Corporation: Unilab Corporation operates as a leading provider of diagnostic testing, information, and services to hospitals, healthcare professionals, and patients. c) Bankers Trust Company: Bankers Trust Company is a renowned financial institution known for its exceptional investment banking, asset management, and trust services. 2. Purpose of the New Jersey Call Agreement: The New Jersey Call Agreement between the parties serves the purpose of establishing specific terms and conditions for exercising call options within the state's legal framework. It provides a mechanism for acquiring and redeeming shares, ensuring transparency, fairness, and regulatory compliance. 3. Key Provisions of the New Jersey Call Agreement: a) Option Exercise and Redemption: The agreement outlines the process for exercising call options, including documentation, timing, and transfer procedures. It stipulates the redemption price for shares subject to the call option, ensuring a fair value for all parties involved. b) Non-Disclosure and Confidentiality: To protect sensitive information exchanged during the call option process, the agreement incorporates non-disclosure and confidentiality clauses. This preserves the confidentiality of proprietary data, trade secrets, and any other information shared between the parties. c) Governing Law and Jurisdiction: Since the agreement pertains to events occurring within New Jersey, it establishes the state's laws as the governing framework. It specifies New Jersey courts as the jurisdiction for any legal disputes or interpretations arising from the agreement. 4. Potential Types of New Jersey Call Agreements: a) Fixed Call Agreement: A fixed call agreement outlines predetermined terms, including a fixed redemption price and a specified exercise period for call options. This type of agreement provides stability and predictability for all parties involved. b) Floating Call Agreement: In contrast to a fixed call agreement, a floating call agreement allows for periodic adjustments to the redemption price based on a pre-determined formula or market-related factors. This type of agreement enables flexibility in response to changes in valuation. c) Perpetual Call Agreement: A perpetual call agreement has no expiration date. It allows the parties to exercise call options indefinitely, subject to compliance with the agreement's terms. This type of agreement may be suitable for long-term investment strategies or conditions where periodic review or termination is not desired. Conclusion: The New Jersey Call Agreement between Also and Company, LP, Unilab Corporation, and Bankers Trust Company establishes the foundation for executing call options within the framework of New Jersey's legal system. With various types of call agreements available, the parties involved can choose an arrangement that aligns with their specific objectives, ensuring fair and transparent transactions.