EX-2.1
from 8-K
101 pages
Stock Purchase Agreement by and Among Carrier Corporation, the Sellers Listed on Schedule I, Middleby Marshall Inc., United Technologies Corporation, for the Limited Purposes Set Forth Herein and the Middleby Corporation, for the Limited Purposes Set Forth Herein Dated as of May 18, 2018
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EX-2.2
from 8-K
~1
page
(I) Buyer Will Deliver to Seller at the Closing: (I) $74,000,000 to Be Paid in Cash by Wire Transfer of Immediately Available Funds to the Bank Account or Accounts Specified by Seller by Written Notice Delivered to Buyer by Seller at Least Two Business Days Before the Closing Date, (II) $15,000,000 to Be Paid in the Form of a Subordinated Note Substantially in the Form of Exhibit B-1 Attached Hereto (The “Note”); and (III) $6,000,000 to Be Paid in the Form of a Subordinated Note Substantially in the Form of Exhibit B-2 Attached Hereto (The “Second Note”). 3. Section 3.2 (D) Is Hereby Amended by Changing the Second Word From “Seller” to “Buyer.” 4. Section 8.3(f) Is Hereby Amended and Restated to Read as Follows
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EX-2
from SC 13D/A
1 page
<page> September 19, 1997 Schroder & Co. Inc. Brean Murray & Co., Inc. as Representatives of the Several Underwriters Named in Schedule I to the Underwriting Agreement C/O Schroder & Co. Inc. Equitable Center 787 Seventh Avenue New York, New York 10019-6016 Ladies & Gentlemen: Each of the Undersigned Understands That the Middleby Corporation (The "Company") and Certain Stockholders of the Company (The "Selling Stockholders") Propose to Sell Share of the Company's Common Stock (The "Shares") in a Public Offering Through Underwriters for Which It Is Anticipated You Will Act as Representatives (The "Representatives"). Each of the Undersigned Further Understands That the Representatives Have Requested, as a Condition to the Underwriters' Agreeing to Purchase the Shares, That Each Director and Executive Officer of the Company, Each Five Percent Stockholder of the Company, and Each Selling Stockholder Execute This Agreement. Each of the Undersigned Acknowledges That the Company Believes That the Proposed Public Offering Is in the Best Interest of the Company and Its Stockholders. Accordingly, Each of the Undersigned Hereby Separately Agrees With You That Such Person Will Not Offer, Sell, Contract to Sell or Otherwise Dispose of Any Shares of Capital Stock of the Company (Or Securities Convertible Into, or Exercisable For, Capital Stock of the Company), Otherwise Than in the Public Offering, for a Period of 120 Days After the Date of the Prospectus Relating to the Public Offering Without the Prior Written Consent of Schroder & Co., Inc. <page> in Witness Whereof, Each of the Undersigned Has Executed a Copy of This Agreement. William F. Whitman, Jr. John R. Miller, III /S/ David P. Riley David P. Riley, Individually Philip G. Putnam and as Trustee Linda M. Riley, as Trustee Sabin C. Streeter John J. Hastings Joseph G. Tompkins Robert R. Henry, Individually Laura B. Whitman, Individually and as Trustee and as Trustee A. Don Lummus Robert L. Yohe
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EX-2
from SC 13D/A
1 page
<page> September 19, 1997 Schroder & Co. Inc. Brean Murray & Co., Inc. as Representatives of the Several Underwriters Named in Schedule I to the Underwriting Agreement C/O Schroder & Co. Inc. Equitable Center 787 Seventh Avenue New York, New York 10019-6016 Ladies & Gentlemen: Each of the Undersigned Understands That the Middleby Corporation (The "Company") and Certain Stockholders of the Company (The "Selling Stockholders") Propose to Sell Share of the Company's Common Stock (The "Shares") in a Public Offering Through Underwriters for Which It Is Anticipated You Will Act as Representatives (The "Representatives"). Each of the Undersigned Further Understands That the Representatives Have Requested, as a Condition to the Underwriters' Agreeing to Purchase the Shares, That Each Director and Executive Officer of the Company, Each Five Percent Stockholder of the Company, and Each Selling Stockholder Execute This Agreement. Each of the Undersigned Acknowledges That the Company Believes That the Proposed Public Offering Is in the Best Interest of the Company and Its Stockholders. Accordingly, Each of the Undersigned Hereby Separately Agrees With You That Such Person Will Not Offer, Sell, Contract to Sell or Otherwise Dispose of Any Shares of Capital Stock of the Company (Or Securities Convertible Into, or Exercisable For, Capital Stock of the Company), Otherwise Than in the Public Offering, for a Period of 120 Days After the Date of the Prospectus Relating to the Public Offering Without the Prior Written Consent of Schroder & Co., Inc. <page> in Witness Whereof, Each of the Undersigned Has Executed a Copy of This Agreement. William F. Whitman, Jr. John R. Miller, III David P. Riley, Individually Philip G. Putnam and as Trustee Linda M. Riley, as Trustee Sabin C. Streeter John J. Hastings Joseph G. Tompkins /S/ Laura B. Whitman Robert R. Henry, Individually Laura B. Whitman, Individually and as Trustee and as Trustee A. Don Lummus Robert L. Yohe
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