Attached files
file | filename |
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10-K - FORM 10-K - SS&C Technologies Holdings Inc | b85538e10vk.htm |
EX-32 - EX-32 - SS&C Technologies Holdings Inc | b85538exv32.htm |
EX-21 - EX-21 - SS&C Technologies Holdings Inc | b85538exv21.htm |
EX-12 - EX-12 - SS&C Technologies Holdings Inc | b85538exv12.htm |
EX-23.1 - EX-23.1 - SS&C Technologies Holdings Inc | b85538exv23w1.htm |
EX-31.1 - EX-31.1 - SS&C Technologies Holdings Inc | b85538exv31w1.htm |
EX-31.2 - EX-31.2 - SS&C Technologies Holdings Inc | b85538exv31w2.htm |
Exhibit 10.35
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
This Amendment No. 3 (Amendment), dated March
10, 2011, to the Stockholders
Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders
Agreement dated April 22, 2008 and Amendment No. 2 to the Stockholders Agreement dated March 2,
2010 (collectively, the Agreement) is entered into by and among SS&C Technologies
Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the
Company), Carlyle Partners IV, L.P., a Delaware limited
partnership (CP IV), CP
IV Coinvestment, L.P., a Delaware limited partnership (Coinvestment, and, together with
CP IV, the Initial Carlyle Stockholders), and William C. Stone, an individual
(Executive). Certain capitalized terms used herein without definition have the meanings
ascribed to them in the Agreement (as amended hereby).
RECITALS:
WHEREAS, the Company, the Initial Carlyle Stockholders and Executive desire to amend the
Agreement in accordance with the terms of this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Amendments.
(a) Effective as of the date hereof, Section 7(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:
(a) Nomination. The Company and the Stockholders shall take such action as may be required
under applicable law to cause the Board to consist of eight (8) Directors. The Stockholders and the
Company agree that (i) the Carlyle Stockholders shall collectively be entitled to nominate for
election to the Board four (4) Directors (the Carlyle Designees); (ii) the Chief
Executive Stockholders shall collectively be entitled to nominate for election to the Board two (2)
Directors (the Executive Designees), one of whom shall be Executive for so long as
Executive is the Chief Executive Officer of the Company; and (iii) the Carlyle Stockholders and the
Chief Executive Stockholders shall collectively be entitled to nominate for election to the Board
two (2) Directors (the Stockholders Designees); provided, however, that (A) the number of
Carlyle Designees shall be reduced to (x) three (3) Directors at such time as the Carlyle
Stockholders hold less than 40% of the then-outstanding shares of Common Stock, (y) two (2)
Directors at such time as the Carlyle Stockholders hold less than 30% of the then-outstanding
shares of Common Stock and (z) one (1) Director at such time as the Carlyle
Stockholders hold less than 15% of the then-outstanding shares of Common Stock and (B) the
number of Executive Designees shall be reduced to one (1) at such time as Executive holds less than
15% of the then-outstanding shares of Common Stock. So long as the Carlyle Stockholders shall be
entitled to nominate directors for election to the Board pursuant to this Section 7(a), CP IV shall
be entitled to designate at least one of the Carlyle Designees. At the option of the Carlyle
Stockholders, the Carlyle Stockholders may, by written notice to the Company, designate the Carlyle
Stockholder(s) that have the right to nominate the individual Carlyle Designees. For so long as
Executive serves as a member of the Board, Executive shall be a member of any Executive Committee
of the Board.
Section 2. Miscellaneous.
(a) Effect of Amendment. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the
rights and remedies of the Parties under the Agreement or any agreement or instrument referred to
therein, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Agreement or any agreement or instrument
referred to therein, all of which are ratified and affirmed in all respects and shall continue in
full force and effect. This Amendment shall apply and be effective only with respect to the
provisions of the Agreement specifically referred to herein. On and after the date hereof, any
reference to the Agreement in any agreement or instrument referred to therein shall mean the
Agreement as modified hereby.
(b) Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without giving effect to the choice of law principles
therein).
(c) Interpretation. The headings of the Sections contained in this Amendment are
solely for the purpose of reference, are not part of the agreement of the Parties and shall not
affect the meaning or interpretation of this Amendment.
(d) Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to constitute one
and the same agreement.
(e) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be in any way
impaired thereby.
[Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
SS&C TECHNOLOGIES HOLDINGS, INC. | ||||||
By: | /s/ Patrick J. Pedonti | |||||
Name: Patrick J. Pedonti Title: Senior Vice President and Chief Financial Officer |
||||||
CARLYLE PARTNERS IV, L.P., | ||||||
a Delaware limited partnership | ||||||
By: TC Group IV, L.P., its General Partner |
||||||
By: TC Group IV Managing GP, L.L.C., its General Partner |
||||||
By: TC Group, L.L.C., its Managing Member |
||||||
By: TCG Holdings, L.L.C., its Managing Member |
||||||
By: | /s/ Claudius E. Watts, IV | |||||
Name: Claudius E. Watts, IV | ||||||
Title: Managing Director | ||||||
CP IV COINVESTMENT, L.P., | ||||||
a Delaware limited partnership | ||||||
By: TC Group IV, L.P., its General Partner |
||||||
By: TC Group IV Managing GP, L.L.C., its General Partner |
||||||
By: TC Group, L.L.C., its Managing Member |
||||||
By: TCG Holdings, L.L.C., its Managing Member |
||||||
By: | Claudius E. Watts, IV | |||||
Name: Claudius E. Watts, IV | ||||||
Title: Managing Director | ||||||
By: | /s/ William C. Stone | |||||
William C. Stone |
[Signature Page to Amendment No. 3 to Stockholders Agreement]