Virginia 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

The Virginia Stockholders Agreement is a legally binding document that outlines the rights and responsibilities of the stockholders of Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. This agreement is crucial in establishing a framework for corporate governance and protecting the interests of all parties involved. Here is a detailed description of the agreement and its different types: 1. Basic Virginia Stockholders Agreement: The basic stockholders' agreement lays out the foundational terms and conditions applicable to Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. It regulates the rights and obligations of the stockholders such as voting rights, transfer of shares, dividend distribution, and dispute resolution mechanisms. This agreement ensures transparency and fairness in the conduct of business activities among the stockholders. 2. Preferred Stockholders Agreement: This type of stockholders agreement pertains specifically to preferred stockholders, such as Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. It outlines the additional rights and privileges granted to the preferred stockholders, including preferential dividend payments, liquidation preferences, conversion rights, and anti-dilution provisions. The preferred stockholders' agreement safeguards their investment and provides greater protection compared to common stockholders. 3. Voting Agreement: The voting agreement within the Virginia Stockholders Agreement establishes the rules and procedures governing voting rights among Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. It sets out the voting thresholds required for major decisions, such as mergers, acquisitions, or changes to the company's bylaws. This agreement ensures that significant matters cannot be unilaterally decided by any party and encourages collaboration among the stockholders. 4. Transfer Restrictions Agreement: The transfer restrictions agreement concerns the limitations and conditions under which the shareholders can transfer their shares to third parties. It may include provisions like rights of first refusal, tag-along rights, and drag-along rights. This agreement aims to maintain stability and control over the ownership structure of Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors and ensures that any transfer of shares is done with mutual agreement and in compliance with applicable laws. 5. Buy-Sell Agreement: A buy-sell agreement is an essential component of the Virginia Stockholders Agreement, especially for closely held companies like Unilab Corp. It outlines the procedures for buying or selling shares of stock in the event of specific triggering events such as a stockholder's death, disability, or voluntary departure. This agreement protects the interest of the remaining stockholders by providing an orderly process for the transfer of shares and preventing unwanted third-party involvement. In conclusion, the Virginia Stockholders Agreement is a comprehensive framework that governs the relationships and obligations among Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. With various types of agreements incorporated, it covers aspects such as voting, transfer of shares, preferred stockholder rights, and buy-sell provisions. This agreement ensures the smooth functioning and stability of the company while protecting the rights and interests of each stockholder.