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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/13/04 EnerSys S-1/A 14:2.4M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.39M (General Form) 2: EX-1.1 Underwriting Agreement HTML 110K 3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 45K 4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 71K 5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 31K 6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 177K 7: EX-10.1 Material Contract HTML 81K 8: EX-10.18 Material Contract HTML 56K 9: EX-10.24 Material Contract HTML 87K 10: EX-10.26 Material Contract HTML 45K 11: EX-10.27 Material Contract HTML 46K 12: EX-23.2 Consent of Experts or Counsel HTML 9K 13: EX-23.3 Consent of Experts or Counsel HTML 9K 14: EX-99.4 Miscellaneous Exhibit HTML 9K
Exhibit 10.27
STOCK SUBSCRIPTION AGREEMENT dated as of March 22, 2002, among ENERSYS HOLDINGS INC., a Delaware corporation (the “Company”), MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“MSDW Partners”), MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV, L.P., a Delaware limited partnership (“MSDW Investors”), MSDW IV 892 INVESTORS, L.P., a Delaware limited partnership (“MSDW 892”), MORGAN STANLEY GLOBAL EMERGING MARKETS PRIVATE INVESTMENT FUND, L.P., a Delaware limited partnership (“MSDW GEM”), and MORGAN STANLEY GLOBAL EMERGING MARKETS PRIVATE INVESTORS, L.P., a Delaware limited partnership (“MSDW GEM Investors”; and together with such other parties (other than the Company), individually, a “Purchaser”, and, collectively, the “Purchasers”).
WHEREAS, the Company is authorized by its Certificate of Incorporation to issue 1,000,000 shares of its Series A Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”); and
WHEREAS, the Company and the Purchasers wish to provide for the subscription for and purchase of certain shares of Preferred Stock by the Purchasers.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Purchasers hereby agree as follows:
“MSDW 892 Shares” means 45,649 shares of Common Stock to be purchased hereunder by MSDW 892.
“MSDW GEM Shares” means 66,538 shares of Preferred Stock to be purchased hereunder by MSDW GEM.
“MSDW GEM Investors Shares” means 4,050 shares of Preferred Stock to be purchased hereunder by MSDW GEM Investors.
“MSDW Investors Shares” means 14,641 shares of Common Stock to be purchased hereunder by MSDW Investors.
“MSDW Partners Shares” means 535,005 shares of Common Stock to be purchased hereunder by MSDW Partners.
“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
“Shares” means the MSDW 892 Shares, the MSDW GEM Shares, the MSDW GEM Investors Shares, the MSDW Investors Shares and the MSDW Partners Shares.
“PSA” means the Purchase and Sale Agreement dated as of January 6, 2002, by and between Invensys plc, a company incorporated in England and Wales, and the Company.
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SECTION 3.02 Indemnification; Etc.
To the extent the foregoing indemnification is unavailable to any Indemnified Person or insufficient in respect of any claims, liabilities, damages, losses, costs and expenses referred to above, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such claim, liability, damage, loss, cost or expense in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and such Indemnified Person, on the other hand, or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.
The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnified Party’s conduct constituted fraud, bad faith, willful misconduct, gross negligence or any such violation or breach.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the date first above written.
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ENERSYS HOLDINGS INC. |
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By: |
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Name: Richard W. Zuidema |
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Title: Executive Vice President |
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MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P. |
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By: |
MSDW CAPITAL PARTNERS IV, LLC, as General Partner |
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By: |
MSDW Capital Partners IV, Inc., as Member |
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By: |
/s/ Kenn Clifford |
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Name: Kenn Clifford |
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Title: Managing Director |
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MSDW IV 892 INVESTORS, L.P. |
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By: |
MSDW CAPITAL PARTNERS IV, LLC, as General Partner |
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By: |
MSDW Capital Partners IV, Inc., as Member |
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By: |
/s/ Kenn Clifford |
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Name: Kenn Clifford |
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Title: Managing Director |
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MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P. |
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By: |
MSDW CAPITAL PARTNERS IV, LLC, as General Partner |
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By: |
MSDW Capital Partners IV, Inc., as Member |
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By: |
/s/ Kenn Clifford |
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Name: Kenn Clifford |
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Title: Managing Director |
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EMERGING MARKETS PRIVATE |
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INVESTMENT FUND, L.P. |
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By: MORGAN STANLEY GLOBAL EMERGING MARKETS, INC., as General Partner |
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By: |
/s/ Kenn Clifford |
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Name: Kenn Clifford |
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Title: Managing Director |
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EMERGING MARKETS PRIVATE |
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INVESTORS, L.P. |
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By: MORGAN STANLEY GLOBAL EMERGING MARKETS, INC., as General Partner |
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By: |
/s/ Kenn Clifford |
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Name: Kenn Clifford |
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Title: Managing Director |
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This ‘S-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 7/13/04 | None on these Dates | ||
3/22/02 | ||||
1/6/02 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/24 EnerSys 10-Q 12/31/23 82:10M 11/08/23 EnerSys 10-Q 10/01/23 82:10M 8/09/23 EnerSys S-8 8/09/23 4:124K 8/09/23 EnerSys 10-Q 7/02/23 85:8.8M 5/24/23 EnerSys 10-K 3/31/23 140:21M 2/08/23 EnerSys 10-Q 1/01/23 93:12M 11/09/22 EnerSys 10-Q 10/02/22 88:11M 8/10/22 EnerSys 10-Q 7/03/22 88:9.7M 5/25/22 EnerSys 10-K 3/31/22 138:18M 2/09/22 EnerSys 10-Q 1/02/22 86:11M 11/10/21 EnerSys 10-Q 10/03/21 86:10M 8/11/21 EnerSys 10-Q 7/04/21 86:8.5M 6/23/21 EnerSys DEF 14A 8/05/21 1:3.6M Donnelley … Solutions/FA 5/26/21 EnerSys 10-K 3/31/21 148:20M 2/10/21 EnerSys 10-Q 1/03/21 89:11M 11/12/20 EnerSys 10-Q 10/04/20 89:10M 8/12/20 EnerSys 10-Q 7/05/20 88:9.1M |