EXHIBIT (C)(2) STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement") dated as of October 1, 1997, by and among Pearson plc, a corporation organized under the laws of the United Kingdom ("Purchaser"), Pearson Merger Company, Inc., a Delaware...Stockholders Agreement • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production • Delaware
PEARSON PLC ANDAgreement and Plan of Merger • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production • Delaware
EXHIBIT (C)(6) AGREEMENT NOT TO COMPETE This Agreement Not to Compete (this "AGREEMENT") is entered into as of October 1, 1997, by and between All American Communications, Inc., a Delaware corporation ("COMPANY"), on the one hand, and Anthony J....Agreement • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production • California
As of October 1st 1997Pearson Merger Co Inc • October 7th, 1997 • Services-motion picture & video tape production
Reference is made to that certain confidentiality letter dated November 20, 1995 between All American Communications, Inc. (the "Company") and Pearson Television Limited (the "Confidentiality Letter") as reinstated by that letter dated February 16, 1996, the Agreement and Plan of Merger dated as of October 1, 1997 (the "Merger Agreement") among the Company, Pearson plc ("Purchaser") and Pearson Merger Company, Inc. ("Merger Sub") and the Stockholders Agreement dated as of October 1, 1997 (the "Stockholders Agreement") among Purchaser, Merger Sub and certain stockholders of the Company. Terms which are defined in the Merger Agreement and are not otherwise defined herein shall have the same meanings herein as therein. This is to confirm that the Board of Directors of the Company has consented to and approved the acquisition by Pearson and Merger Sub of all of the shares of Common Stock and Class B Common Stock of the Company (the "Shares") at the price set forth in the Merger Agreement (
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ALL AMERICAN COMMUNICATIONS, INC. AND ANTHONY J. SCOTTI This Fifth Amendment to Employment Agreement entered into as of this 1st day of October, 1997, between All American Communications, Inc. (the...Employment Agreement • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production
EXHIBIT (C)(5) [Letter on All American Communications, Inc. letterhead] February 16, 1996 Pearson Television Limited Teddington Studios Teddington Lock Middlesex TW11 9NT England Dear Sirs and Madams: Reference is made to the letter agreement (the...Letter Agreement • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production
This will confirm our understanding and agreement that the Letter Agreement remains in full force and effect and that, notwithstanding the Company's prior termination of all discussions concerning a possible transaction referenced in the Letter Agreement, all Evaluation Material furnished to you or to your Representatives, whether prior to the date hereof, now or in the future, has been and shall be furnished pursuant to and shall be subject to the provisions of the Letter Agreement.
between PEARSON PLC and PEARSON INC.Assignments And • October 7th, 1997 • Pearson Merger Co Inc • Services-motion picture & video tape production
EXHIBIT (C)(4) [Letter on All American Communications letterhead] December 7, 1995 Pearson Television Limited Teddington Studios Teddington Lock Middlesex TW11 9NT England Dear Sirs and Madams: Reference is made to the letter agreement (the...Pearson Merger Co Inc • October 7th, 1997 • Services-motion picture & video tape production
Reference is made to the letter agreement (the "Agreement") dated November 20, 1995, between you and All American Communications, Inc. (The "Company") in connection with your consideration of a possible transaction with the Company. Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement.
