|
|
|
|
Document Preview Interim Investors Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Interim Investors Agreement |
|||
|
Entities: |
||||
|
Date: |
2006 |
|||
|
Size: |
Preview shows 7KB of 34KB total |
|||
|
Price: |
$37 |
|||
|
ID: |
#2408407 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
INTERIM INVESTORS AGREEMENT
THIS INTERIM INVESTORS AGREEMENT (this Agreement) is made as of August 8, 2006 by and among RMK Acquisition Corporation, a Delaware corporation (MergerCo), RMK Finance LLC, a Delaware limited liability company (SibCo), each of the Sponsor Groups (as defined herein), and Joseph Neubauer (the Management Investor) (the Management Investor and each Sponsor Group, an Investor).
RECITALS
WHEREAS, on the date hereof, MergerCo, SibCo and ARAMARK Corporation (the Company) have executed an Agreement and Plan of Merger (the Merger Agreement) pursuant to which MergerCo will be merged with and into the Company (the Merger), with the Company surviving the Merger (in such capacity, the Surviving Corporation);
WHEREAS, on the date hereof, each of the Investors has executed a letter agreement in favor of MergerCo, in which each such Investor has agreed, subject to the terms and conditions set forth therein, to make an equity investment in MergerCo at the Closing (each, an Equity Commitment Letter);
WHEREAS, on the date hereof, the Company, MergerCo and the Management Investor have entered into a voting agreement (the Voting Agreement), pursuant to which the Management Investor has agreed, subject to the terms and conditions set forth therein, to vote certain Shares (as defined in the Merger Agreement) in favor of the adoption of the Merger Agreement; and
WHEREAS, the parties wish to agree to certain terms and conditions that will govern the actions of MergerCo and SibCo and the relationship among the Investors with respect to the Merger Agreement, the transactions contemplated thereby, and the other letters and agreements entered into in connection with the transactions contemplated thereby and by such other letters and agreements;
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. EFFECTIVENESS; DEFINITIONS.
Section 1.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to this Section 1.1 and Sections 2.6, 2.7, 2.9, 2.10 and 3, which Sections shall survive termination) upon the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive the termination of this Agreement.
Section 1.2 Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 3.1 hereof.
Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.
II. AGREEMENTS AMONG THE INVESTORS.
Section 2.1 Actions Under the Merger Agreement.
(a) Subject to Sections 2.1(b) and 2.5(a), all actions and decisions of the Investors, MergerCo or SibCo relating to the Merger Agreement and any customarily anticipated related agreements (such as a transaction fee agreement), including any negotiations relating to any of the foregoing, shall require the approval of the Majority Investors and such Majority Investors may cause MergerCo or SibCo to take any action or refrain from taking any action in order for MergerCo and SibCo to comply with their obligations, satisfy their closing conditions or to exercise their rights under the Merger Agreement or any related agreement.
(b) The Majority Sponsor Investors may cause MergerCo and SibCo to (i) amend or agree to an amendment of the Merger Agreement, (ii) waive or determine to be satisfied any condition to closing specified in the Merger Agreement (each, a Closing Condition) or (iii) determine any Closing Condition not to be satisfied, provided that (x) neither MergerCo nor SibCo shall take any of the actions referred to in the foregoing clauses (i) and (ii) without the prior approval of the Majority Sponsor Investors and (y) MergerCo and SibCo shall not deem any Closing Condition not to be satisfied unless either (A) the Company admits or confirms that such Closing Condition is not satisfied or (B) the Majority Sponsor Investors agree that such Closing Condition is not satisfied. MergerCo and SibCo shall not, and the Investors shall not permit MergerCo or SibCo to, without the prior consent of the affected Investor, amend, or agree to any amendment of, the Merger Agreement in a manner that (1) discriminates against an Investor relative to the other Investors in a manner that is materially adverse to such Investor, (2) would require any amendment to the Equity Commitment Letter of such Investor or (3) would require any amendment of Exhibit A of this Agreement.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us