Stockholders Agreement (2007)Full Document 

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STOCKHOLDERS AGREEMENTdated as ofJanuary 6, 2006amongMCLEODUSA INCORPORATED
and
THE HOLDERS OF COMMON STOCK
LISTED ON SCHEDULE I

 



 

TABLE OF CONTENTS

 

 

PAGE

 

Article 1

DEFINITIONS

 

 

Section 1.01. Definitions

1

Section 1.02. Other Definitional and Interpretative Provisions

5

 

 

Article 2

RESTRICTIONS ON TRANSFER

 

 

Section 2.01. General Restrictions On Transfer

5

Section 2.02. Permitted Transfers

6

Section 2.03. No Transfers to a Competitor

6

Section 2.04. Legends

7

 

 

Article 3

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS

 

 

Section 3.01. Tag-Along Rights.

8

Section 3.02. Drag-along Rights

10

Section 3.03. Additional Conditions to Tag-Along Sales and Drag-Along Sales

12

 

 

Article 4

 

 

CERTAIN COVENANTS AND AGREEMENTS

 

 

Section 4.01. Confidentiality

13

Section 4.02. Reports

14

Section 4.03. Provision of Information to Prospective Transferee of Common Shares

15

Section 4.04. Charter or Bylaw Provisions

15

Section 4.05. Conflicting Agreements

16

 

 

Article 5

MISCELLANEOUS

 

 

Section 5.01. Termination

16

Section 5.02. Survival

16

Section 5.03. Binding Effect; Assignability; Benefit

16

Section 5.04. Notices

17

Section 5.05. Waiver; Amendment

17

 

 



 

PAGE

 

 

Section 5.06. Fees and Expenses

18

Section 5.07. Governing Law

18

Section 5.08. Jurisdiction

18

Section 5.09. WAIVER OF JURY TRIAL

18

Section 5.10. Specific Enforcement

18

Section 5.11. Effectiveness

19

Section 5.12. Entire Agreement

19

Section 5.13. Severability

19

 

 

Exhibit A      Tag-Along Notice

 

Exhibit B      Tag-Along Response Notice

 

Exhibit C      Drag-Along Sale Notice

 

Exhibit D      Joinder Agreement

 

 

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STOCKHOLDERS AGREEMENT

 

AGREEMENT dated as of January 6, 2006 among (i) McLeodUSA Incorporated, a Delaware corporation (the “Company”), and (ii) the holders of Common Stock listed on Schedule I hereto and any other Person that acquires any Common Stock from any such holders, directly or indirectly, and executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D at any time after the date hereof (collectively, the “Stockholders”).

 

W I T N E S S E T H :

 

WHEREAS, on October 28, 2005 (the “Petition Date”), the Company and certain of its Subsidiaries filed with the United States Bankruptcy Court for the Northern District of Illinois (i) voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code and (ii) a Joint Prepackaged Plan of Reorganization (the “Plan”);

 

WHEREAS, pursuant to the Plan, the Company has been authorized and directed to enter into this Agreement, and each Holder of an Allowed Class 5 Claim (as such terms are defined in the Plan) and the Company are bound, and are deemed to be bound, by this Agreement and entitled to the benefit of and the right to enforce this Agreement.

 

WHEREAS, pursuant to the Plan, each Holder of an Allowed Class 5 Claim (as such terms are defined in the Plan) must execute this Agreement prior to receiving its pro rata distribution of Common Stock (as defined below).

 

WHEREAS, each Stockholder is on the date hereof the holder of the number of shares of Common Stock as is set forth on Schedule I attached hereto.

 

NOW, THEREFORE, in accordance with the Plan and in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

 

ARTICLE 1
DEFINITIONS

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