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Document Preview Stock Purchase and Management Equity Agreement [Form] |
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Title: |
Stock Purchase and Management Equity Agreement [Form] |
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Entities: |
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Date: |
2006 |
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Preview shows 5KB of 59KB total |
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Price: |
$44 |
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ID: |
#1632506 |
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STOCK PURCHASE AND MANAGEMENT EQUITY AGREEMENT, dated as of October 6, 2005, between GSI HOLDINGS CORP., a Delaware corporation (the Company), and _______________ (the Purchaser).
INTRODUCTION
The Purchaser is an employee or director of, or consultant to, The GSI Group, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (GSI Group), and desires to acquire an equity interest in the Company.
The Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, _____ shares (the shares of Common Stock now or hereafter acquired by the Purchaser, the Shares) of the Companys Common Stock, $.01 par value per share (the Common Stock).
In addition to the terms of the issuance, sale and purchase of the Shares, the Company and the Purchaser desire to set forth herein certain matters regarding the ownership of the Shares by the Purchaser.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
2005 Stock Plan means the GSI Holdings Corp. 2005 Management Stock Incentive Plan.
Affiliate means, with respect to any specified person, a limited or general partner or member of such Person or another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified, and with respect to a natural Person shall include any Family Member of such Person.
Agreement means this Stock Purchase and Management Equity Agreement.
Board means the Board of Directors of the Company.
Capital Stock means all shares of common stock, preferred stock or other equity securities of the Company or securities, rights, options or warrants convertible into or exchangeable or exercisable therefor now held or hereafter acquired by the Stockholders, including without limitation upon the conversion, exercise or exchange of such securities or options or warrants or preemptive rights to acquire the same.
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