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This excerpt taken from the AYR DEF 14A filed Apr 3, 2009. Shareholders
Agreement
Upon the completion of our initial public offering, we entered
into an Amended and Restated Shareholders Agreement, or the
Shareholders Agreement, with Fortress Investment Fund III
LP, Fortress Investment Fund III (Fund B) LP,
Fortress Investment Fund III (Fund C) LP,
Fortress Investment Fund III (Fund D) L.P.,
Fortress Investment Fund III (Fund E) LP,
Fortress Investment Fund III (Coinvestment
Fund A) LP, Fortress Investment Fund III
(Coinvestment Fund B) LP, Fortress Investment
Fund III (Coinvestment Fund C) LP, Fortress
Investment Fund III (Coinvestment Fund D) L.P.,
Drawbridge Special Opportunities Fund LP, Drawbridge
Special Opportunities Fund Ltd. and Drawbridge Global Macro
Master Fund Ltd., which we refer to, collectively, as the
Initial Shareholders.
As discussed further below, the Shareholders Agreement provides
certain rights to the Initial Shareholders with respect to the
designation of directors for election to our Board as well as
registration rights for certain of our securities owned by them.
The Shareholders Agreement provides that the Initial
Shareholders and their respective affiliates and permitted
transferees will vote or cause to be voted all of our voting
shares beneficially owned by each and to take all other
reasonably necessary action so that no amendment is made to the
Company’s Memorandum of Association or Bye-laws in effect
as of the date of the Shareholders Agreement that would add
restrictions to the transferability of our shares by an Initial
Shareholder or its permitted transferee which are beyond those
provided for in our Memorandum of Association, Bye-laws, the
Shareholders Agreement or applicable securities laws, or that
nullify the rights set out in the Shareholders Agreement of any
Initial Shareholder or their permitted transferee unless such
amendment is approved by such shareholder.
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