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, a "Holder" and, collectively, the "Holders") has beneficial ownership of less than 35% but at least 20% of our then-outstanding common stock, such Holder shall have the right to designate a number of members of our board of directors equal to the greater of (a) three or (b) 25% of the size of our boar
r shall cause its directors appointed to our board of directors to vote in favor of maintaining a 13-person board. In connection with this offering, Albertsons Companies, Inc. will enter into a stockholders agreement with Albertsons Investor, Kimco and Management Holdco (the "Stockholders' Agreement"), and if a permitted
ss the management board of Albertsons Investor otherwise agrees by the affirmative vote of 80% of the management board of Albertsons Investor; (b) a Holder (as defined herein) has beneficial ownership of at least 20% but less than 35% of our outstanding common stock, the Holder will have the right to de
Amendment No. 3 to Form S-1 j'ahk of Contents Furthermore, in connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. Pursuant to the Stockholders' Agreement, we will
each case, during any 12-month period. In addition, if we propose to register additional shares of common stock, Albertsons Investor and each other Holder will be entitled to notice of the registration and Albertsons Investor will be entitled to include its, Kimco's and Management Holdco's shares of co
greement, Albertsons Investor, or any Holder (other than Kimco Realty), will have the following board representation rights: from the date on which Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Albertsons Investor shall have the right
transferee or assignee, a "Holder- and, collectively, the -Holders') owns on a pro rata and pari passu basis. If Albertsons Investor is no longer a Holder, then any Holder who owns at least 5% of our then outstanding common stock (a "Demand Holder") shall have the right to exercise the registration rig
er with the promissory notes issued thereunder, were terminated effective March 28, 2014. Stockholders' Agreement In connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. The rights of Albertsons Investor, Kimco and Mana
Entities connected to both Eric Holder and Albertsons Companies, Inc.

Bradley Edwards
PERSONthe Securities and Exchange Commission
ORGANIZATIONAlbertsons
ORGANIZATIONKimco
ORGANIZATIONAlbertsons Investor
ORGANIZATION
Safeway
ORGANIZATIONConsortium
ORGANIZATIONManagement Holdco
ORGANIZATION