This excerpt taken from the NYX 8-K filed Jun 25, 2009.
WHEREAS, QIA and NYSE Euronext are Parties to the Shareholders Agreement;
WHEREAS, Euronext N.V. and Qatar Holding LLC shall become a Party to the Shareholders Agreement pursuant to a Deed of Adherence to be signed as of the date hereof;
WHEREAS, Qatar Exchange Company (Q.S.C.), an Article 68-Company under the Commercial Companies Law of Qatar having its principal place of business at Grand Hamad Street, Doha, State of Qatar, shall become a Party to the Shareholders Agreement pursuant to a Joinder to be signed as of the date hereof;
WHEREAS, QIA and NYSE Euronext (together, the Parties) wish to amend certain portions of the Shareholders Agreement; and
WHEREAS, Clause 15.3 of the Shareholders Agreement states that the Shareholders Agreement may be modified, amended or changed in any respect only if in writing and duly signed by the Parties against whom such modification, amendment or change is sought, and in the event of any doubt against whom such modification, amendment or change is sought, by all Parties;
This excerpt taken from the NYX 8-K filed Jan 18, 2008.
WHEREAS, (1) the respective Boards of Directors of Parent, the Company, AMCAS, Holdings and AMEX and (2) the respective sole Members of Merger Sub and AMEX Merger Sub have each approved this Agreement and deem it advisable and in the best interests of each company and its stockholder(s) (in the case of Parent, AMCAS and Holdings) and member(s) (in the case of Merger Sub, the Company, AMEX, and AMEX Merger Sub) to consummate the transactions contemplated by this Agreement, including the merger of AMCAS with and into the Company (the AMCAS Merger), the merger of the Company with and into Holdings (the Holdings Merger), the merger of AMEX with and into AMEX Merger Sub (the LLC Merger), and the merger of Holdings with and into Merger Sub (the NYSE/AMEX Merger and together with the Holdings Merger and the LLC Merger the Mergers and each a Merger), in accordance with the applicable provisions of the Delaware General Corporation Law, as amended (the DGCL), the New York Not-For-Profit Corporation Law, as amended (the N-PCL) and the Delaware Limited Liability Company Act, as amended, (the DLLCA) and upon the terms and subject to the conditions set forth in this Agreement;
WHEREAS, it is intended that, for U.S. federal income tax purposes, each Merger (other than the LLC Merger) shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code; and
WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:
This excerpt taken from the NYX 8-K filed Jan 16, 2008.
WHEREAS, the Company and its Subsidiaries are engaged in the business of, among other things, developing, marketing and providing products and/or services related to real-time financial data management, integration and distribution (the Company Business);
WHEREAS, the Sellers collectively own all of the outstanding equity interests of the Company;
WHEREAS, subject to the terms hereof, Buyer desires to purchase all of the outstanding equity interests of the Company from the Sellers;
WHEREAS, prior to or concurrently with the execution of this Agreement, and as a condition and inducement to Buyers willingness to enter into this Agreement, Buyer and each of the individuals listed on Exhibit A (the Key Equity Holders) hereto have executed Key Equity Holder Agreements; and
WHEREAS, prior to or concurrently with the execution of this Agreement, and as a condition and inducement to Buyers willingness to enter into this Agreement, each holder of SAR Units has executed and delivered to the Company an Agreement and Instructions regarding Cash Out and Termination of Stock Rights in substantially the form attached hereto as Exhibit B-1 (a SAR Unit Cash Out Agreement).
This excerpt taken from the NYX 10-K filed May 1, 2007.
WHEREAS, NYSE Euronext, NYSE Group, Euronext N.V. (Euronext) and Jefferson Merger Sub, Inc. have entered into that certain Combination Agreement, dated as of June 1, 2006, as amended and restated as of November 24, 2006 (the Combination Agreement), pursuant to which NYSE Group and Euronext agreed to combine their businesses under NYSE Euronext on the terms and subject to the conditions set forth in the Combination Agreement (the Combination);
WHEREAS, NYSE Euronext, NYSE Group and Euronext desire to maintain, following completion of the Combination, an appropriate regulatory balance between the U.S. Laws, on the one hand, and European Laws, on the other hand, with regard to (i) the NYSE Group Securities Exchanges and the Euronext Regulated Markets, (ii) the issuers listed on the NYSE Group Securities Exchanges and Euronext Regulated Markets and (iii) the broker-dealers and financial services firms operating on the NYSE Group Securities Exchanges and Euronext Regulated Markets and certain other market participants;
WHEREAS, a Material Adverse Change of European Law could disrupt this regulatory balance and be detrimental to the NYSE Group Securities Exchanges, the issuers listed on a NYSE Group Securities Exchange and/or the broker-dealers operating on such NYSE Group Securities Exchange;
WHEREAS, the parties desire to establish this independent Trust and grant it, subject to the terms and conditions set forth herein, the power to exercise the Remedies in the event that such action is needed to effectively mitigate the effects of a Material Adverse Change of European Law on a NYSE Group Securities Exchange, the issuers listed on such NYSE Group Securities Exchange and/or the members of such NYSE Group Securities Exchange;
WHEREAS, a guiding principle set forth in this Agreement is that the first duty of the Trust shall be to act in the public interests of the markets operated by NYSE Group and its Subsidiaries to the extent necessary to avoid the application of a Material Adverse Change of European Law to such markets in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, the Trust and the Board of Trustees shall perform their duties and exercise their rights and powers independently in accordance with their duties and obligations set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: