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EXHIBIT 1
STOCKHOLDERS AGREEMENT
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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 10, 2001 (this
"Agreement"), among XXXXXXXXXXX ACQUISITION CORP., a Delaware corporation (the
"Parent"), XXXXXX ACQUISITION CORP., a Delaware corporation and wholly owned
subsidiary of the Parent (the "Merger Sub"), and each of the other signatories
hereto (each a "Stockholder", and collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, concurrently herewith, the Parent, the Merger Sub and
Tremont Advisers, Inc., a Delaware corporation (the "Company"), are entering
into an Agreement and Plan of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"; capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Merger
Agreement), pursuant to which the Merger Sub will be merged with and into the
Company (the "Merger");
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, the Parent and the Merger Sub have required that the
Stockholders agree, and the Stockholders have agreed, to enter into this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein, the parties hereto intending to be legally bound, hereby agree as
follows:
1. Definitions. For purposes of this Agreement:
"Beneficially Own" or "Beneficial Ownership" with respect to
any securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to
any agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all other Persons with whom such Person would constitute a "group" within the
meaning of Section 13(d)(3) of the Exchange Act.
2. Provisions Concerning Company Common Stock
(a) Each Stockholder hereby agrees that, prior to the
termination of the Merger Agreement in accordance with its terms, at any meeting
(whether annual or special and whether or not an adjourned or postponed meeting)
of the holders of Company Common Stock, however called, or in connection with
any written consent of the holders of Company Common Stock in lieu of a meeting,
such Stockholder shall vote (or cause to be voted) all shares of Company Common
Stock held of record or Beneficially Owned by such Stockholder, whether
heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in
favor of the Merger, the execution and delivery by the Company of the Merger
Agreement, and the approval of the terms thereof and each of the
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other actions contemplated by the Merger Agreement and any actions required in
furtherance thereof; (ii) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement; and (iii)
except as otherwise expressly agreed to in writing in advance by the Parent,
against: (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of its
Subsidiaries or the Funds (other than the Merger and the transactions
contemplated by the Merger Agreement); (B) a sale, lease or transfer of a
material amount of assets of the Company or any of its Subsidiaries, or a
reorganization, recapitalization, dissolution or liquidation of the Company or
any of its Subsidiaries; (C) any change in a majority of the persons who
constitute the board of directors of the Company; (D) any change in the present
capitalization of the Company or any amendment of the Company's certificate of
incorporation or bylaws; (E) any other material change in the Company's
corporate structure or business; or (F) any other action involving the Company
or any of its Subsidiaries or Funds which is intended, or could in any manner be
expected, to impede, interfere with, delay, postpone, or adversely affect the
Merger and the transactions contemplated by the Merger Agreement, including,
without limitation, any action to approve or facilitate any Acquisition
Proposal. Such Stockholder shall not enter into any agreement or understanding
with any person or entity the effect of which would be inconsistent with or
violative of the provisions and agreements contained in this Agreement,
including without limitation in this Section 2, and shall not, prior to the
termination of the Merger Agreement in accordance with its terms, elect to
convert any Class A Common Stock owned by such Stockholder into Class B Common
Stock.
(b) In furtherance and not in limitation of the foregoing,
each Stockholder hereby grants to, and appoints the Parent and each of Xxxx X.
Xxxxxx and Xxxxxx X. Xxxxxxx, in their respective capacities as officers of the
Parent, and any individual who shall hereafter succeed to any such officer of
the Parent, and any other designee of the Parent, each of them individually, its
irrevocable proxy and attorney-in-fact (with full power of substitution) to vote
the Shares as indicated in this Section 2. Each Stockholder understands and
acknowledges that each of the Parent and the Merger Sub is entering into the
Merger Agreement in reliance upon such Stockholder's execution and delivery of
this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 2(b) is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy. Each Stockholder hereby
affirms that such irrevocable proxy shall survive such Stockholder's death,
incapacity or incompetence. Each Stockholder hereby authorizes all that each
such proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with
the provisions of Section 212(e) of the Delaware General Corporation Law.
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(c) Each Stockholder represents, severally as to itself and
not jointly, that any proxies heretofore given in respect of such Stockholder's
Shares or any other voting securities of the Company are not irrevocable and
hereby revokes any and all previous proxies with respect to the Shares or any
other voting securities of the Company.
3. Options. In order to induce the Parent and the Merger Sub to enter
into the Merger Agreement, during the term of this Agreement, each of the
Stockholders, severally as to itself and not jointly, hereby grants to the
Parent an irrevocable option (each, a "Stock Option" and collectively, the
"Stock Options"), exercisable in accordance with the immediately following
sentence, to purchase any or all of such Stockholder's Shares at a purchase
price per Share equal to the Merger Consideration, payable in cash. If the
Merger Agreement is terminated in accordance with its terms, the Stock Options
shall become exercisable with respect to all Stockholders, in whole or in part,
at any time and from time to time from and after such termination, provided,
that the Stock Options cannot be exercised while there exists any preliminary or
final injunction or other order issued by any court or governmental,
administrative or regulatory agency or authority prohibiting the exercise of the
Stock Options or any unexpired waiting period under the HSR Act that has not
been terminated. In the event that the Parent wishes to exercise the Stock
Options, the Parent shall send a written notice (the "Notice") to the
Stockholders identifying the place and date (not less than two Business Days
from the date of the Notice) for the closing of such purchase. At such closing,
the Parent shall receive certificates representing the Shares, duly endorsed for
transfer, and shall make payment therefor by wire transfer of immediately
available funds.
4. Other Representations and Warranties of the Stockholders. Each
Stockholder, severally as to itself and not jointly, hereby represents and
warrants to the Parent and the Merger Sub as follows:
(a) Ownership of Shares. Such Stockholder is the record holder
and Beneficially Owns, with good and valid title, the number of Shares of Class
A Common Stock and Class B Common Stock, respectively, set forth opposite such
Stockholder's name on Schedule I hereto. On the date hereof, the number of
Shares set forth opposite such Stockholder's name on Schedule I hereto
constitute all of the Shares owned of record and Beneficially Owned by such
Stockholder. Such Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 2 hereof, and sole
power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the shares of Class A Common
Stock and Class B Common Stock, respectively, set forth opposite such
Stockholder's name on Schedule I hereto, with no limitations, qualifications or
restrictions on such rights, subject to applicable Securities Laws and the terms
of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the legal
capacity (if such Stockholder is a natural person), power and authority to enter
into and perform all of such Stockholder's obligations under this Agreement. The
execution,
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delivery and performance of this Agreement by such Stockholder will not violate
any other agreement to which such Stockholder is a party, including, without
limitation, any voting agreement, stockholders agreement or voting trust. This
Agreement has been duly and validly executed and delivered by such Stockholder
and constitutes a valid and binding agreement of such Stockholder, enforceable
against such Stockholder in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency and other similar laws of general
applicability relating to or effecting creditors' rights generally and subject
as to enforceability to general equitable principles. There is no beneficiary or
holder of a voting trust certificate or other interest of any trust of which
such Stockholder is trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby. If such Stockholder is married and such
Stockholder's Shares constitute community property, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder's spouse, enforceable against such person in
accordance with its terms.
(c) No Conflicts. Except as may be set forth in the Merger
Agreement, (i) no filing with, and no permit, authorization, consent or approval
of, any state or federal public body or authority is necessary as a condition
precedent for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by such Stockholder,
the consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or assets may be
bound, (B) violate any Applicable Law to such Stockholder or any of such
Stockholder's properties or assets, or (C) if such Stockholder is not a natural
person, conflict with or result in a breach of any applicable organizational
documents applicable to such Stockholder.
(d) Sophistication. Such Stockholder acknowledges that such
Stockholder is an informed and sophisticated investor and, together with such
Stockholder's advisors, has undertaken such investigation as they have deemed
necessary, including the review of the Merger Agreement and this Agreement, to
enable such Stockholder to make an informed and intelligent decision with
respect to the Merger Agreement and this Agreement and the transactions
contemplated thereby and hereby. Such Stockholder will not seek rescission or
revocation of this Agreement or seek to withdraw or revoke any vote, irrevocable
proxy or irrevocable instruction delivered by it or on its behalf in connection
therewith.
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(e) No Encumbrances. Except as applicable in connection with
the transactions contemplated hereby, such Stockholder's Shares and the
certificates representing such Shares are now, and at all times during the term
hereof will be, held by such Stockholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder in favor of the Parent.
5. Representations and Warranties of the Parent and the Merger Sub.
Each of the Parent and the Merger Sub represents and warrants to the
Stockholders as follows: this Agreement has been approved by the Board of
Directors of each of the Parent and the Merger Sub, representing all necessary
corporate action on the part of each of them; this Agreement has been duly
executed and delivered by a duly authorized officer of each of the Parent and
the Merger Sub; this Agreement constitutes a valid and binding agreement of each
of the Parent and the Merger Sub, enforceable against each of them in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency
and other similar laws of general applicability relating to or effecting
creditors' rights generally and subject as to enforceability to general
equitable principles.
6. Covenant of Parent. In the event that (i) the Parent exercises the
Stock Options and (ii) after such exercise and during the term of this
Agreement, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the holders of Company Common Stock, however
called, or in connection with any written consent of the holders of Company
Common Stock in lieu of a meeting, the Parent will vote the shares of the
Company Common Stock acquired by exercise of the Stock Options for or against
any Superior Proposal or any action, proposal, transaction or other matter
related to or arising in connection with such Superior Proposal submitted to a
vote of the stockholders of the Company pro rata in proportion to the
affirmative and negative votes cast by the other stockholders of the Company
voting in connection therewith (excluding abstentions and broker non-votes).
7. No Solicitation. No Stockholder shall, in his or its capacity as
such, directly or indirectly, (i) initiate, solicit, encourage or knowingly
facilitate (including by way of furnishing information or assistance) or respond
to, or take any other action to facilitate, any inquiries or the making of any
proposal by any person or entity (other than the Parent or any Affiliate of the
Parent) with respect to the Company that constitutes an Acquisition Proposal, or
(ii) prior to the termination of the Merger Agreement in accordance with its
terms, agree to approve or endorse any Acquisition Proposal. If any Stockholder
receives any such inquiry or proposal, then such Stockholder shall promptly
inform the Parent of the existence thereof. Each Stockholder will immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing.
8. Restriction on Transfer, Proxies and Non-Interference. During the
term of this Agreement, except as contemplated by this Agreement or the Merger
Agreement, no
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Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of such Stockholder's Shares or
any interest therein; provided that following the termination of the Merger
Agreement in accordance with its terms, each Stockholder may tender Shares in
response to a bona fide tender offer that is supported by the Board of Directors
of the Company provided that such Stockholder has given to the Parent at least
five (5) Business Days advance notice of such Stockholder's intention to tender
Shares; (ii) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any Shares into a voting trust or enter into or
amend a voting agreement with respect to any Shares; (iii) exercise any right to
require the Company to register any of the Shares under the Securities Laws; or
(iv) take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement.
9. Waiver of Appraisal Rights. Each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger that such Stockholder
may have.
10. Reliance by the Parent. Each Stockholder understands and
acknowledges that the Parent is entering into, and causing the Merger Sub to
enter into, the Merger Agreement in reliance upon such Stockholder's execution
and delivery of this Agreement.
11. Stop Transfer. Each Stockholder agrees with, and covenants to, the
Parent that during the term of this Agreement, such Stockholder shall not
request that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Stockholder's
Shares, unless such transfer is made in compliance with this Agreement
(including the provisions of Section 2 hereof). In the event of a stock dividend
or distribution, or any change in the Company Common Stock by reason of any
stock dividend, split-up, recapitalization, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to and include the Shares
as well as all such stock dividends and distributions and any shares into which
or for which any or all of the Shares may be changed or exchanged.
12. Termination. This Agreement shall terminate upon the earlier of (a)
the Effective Time or (b) if (i) the Company terminates the Merger Agreement
pursuant to Section 7.1(g) thereof, (ii) the Parent terminates the Merger
Agreement pursuant to clause (D) of Section 7.1(d) thereof, (iii) the Parent
terminates the Merger Agreement pursuant to Section 7.1(d) (other than clause
(D) thereof) or Section 7.1(f) thereof at any time after an Acquisition Proposal
has been made or (iv) if the Required Company Vote shall not have been obtained
at a meeting of the stockholders of the Company duly called and held for such
purpose in accordance with Section 5.4 of the Merger Agreement and, at or prior
to such meeting (x) one or more Stockholders have breached this Agreement or (y)
an
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Acquisition Proposal has been made, 12 months after any such termination;
provided, however, that if the Merger Agreement is terminated in accordance with
its terms under any circumstances not mentioned in clause (b) of this Section
12, this Agreement shall terminate contemporaneously with the termination of the
Merger Agreement.
13. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director or officer of the Company makes any
agreement or understanding herein in his or her capacity as such director or
officer. Each Stockholder signs solely in his or her capacity as the record and
beneficial owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, such Stockholder's Shares.
14. Obligations Several. The obligations of each Stockholder under this
Agreement shall be several and not joint. No Stockholder shall have any
liability, duty or obligation arising out of or resulting from any failure by
any other Stockholder (or any Affiliate thereof) to comply with the terms and
conditions of this Agreement.
15. Confidentiality. The Stockholders recognize that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, each Stockholder hereby agrees
not to disclose or discuss such matters with anyone not subject to a duty of
confidentiality with respect thereto (including, without limitation, the
Company's directors, executive officers, financial advisors and legal counsel)
without the prior written consent of the Parent, except for filings required
pursuant to the Exchange Act and the rules and regulations thereunder or
disclosures such Stockholder's counsel advises are necessary in order to fulfill
such Stockholder's obligations imposed by law, in which event such Stockholder
shall give notice of such disclosure to the Parent as promptly as practicable so
as to enable the Parent to seek a protective order from a court of competent
jurisdiction with respect thereto.
16. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this
Agreement, including without limitation the proxy granted pursuant to Section 2,
and the obligations hereunder shall attach to such Stockholder's Shares and
shall be binding upon any Person to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's heirs, guardians, representatives, administrators
or successors. Notwithstanding any transfer of Shares, the transferor shall
remain liable for the performance of all obligations under this Agreement of the
transferor.
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(c) Assignment. This Agreement shall not be assigned without
the prior written consent of the other party, provided that the Parent may
assign, in its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of the Parent, but no such assignment
shall relieve the Parent of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated, with
respect to any one or more Stockholders, except upon the execution and delivery
of a written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by the Parent by adding the name and other
relevant information concerning any stockholder of the Company who agrees to be
bound by the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to a Stockholder: At the addresses set forth on Schedule I
hereto
If to the Parent or the Merger Sub:
Xxxxxxxxxxx Acquisition Corp.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attn: President
copies to:
Xxxxxxxxxxx Acquisition Corp.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attn: General Counsel
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Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under Applicable Law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any Applicable Law in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision in such jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(h) Expenses. Each of the Parent, the Merger Sub and each
Stockholder shall bear its own expenses incurred in connection with this
Agreement and the transactions contemplated hereby, except that in the event of
a dispute concerning the terms or enforcement of this Agreement, the prevailing
party in any such dispute shall be entitled to reimbursement of reasonable legal
fees and disbursements from the other party or parties to such dispute.
(i) Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.
(j) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not
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preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
(k) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(l) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto; provided that the Company is
intended to be a third party beneficiary of Section 6.
(m) Governing Law. This Agreement shall be governed and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
(n) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court for the Southern District of New York or any court
of the State of New York located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (n) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
(o) Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(p) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the date first above written.
XXXXXXXXXXX ACQUISITION CORP
By:
___________________________________________________
Name: Xxxxxx Xxxxxxxxx
Title: Chief Financial Officer and Treasurer
By: No. of Shares Beneficially Owned:
_____________________________
Name: Class A Common Stock:
_________________________
Class B Common Stock:
_________________________
Company Preferred Stock:
_______________________
% of Total Issued and Outstanding Shares:
Address: Class A Common Stock: %
_________________________
Class B Common Stock: %
_________________________
Company Preferred Stock: %
______________________
AGGREGATE NO. OF SHARES BENEFICIALLY OWNED BY THE STOCKHOLDERS:
CLASS A COMMON STOCK:
__________________
CLASS B COMMON STOCK:
__________________
COMPANY PREFERRED STOCK:
__________________
AGGREGATE PERCENTAGE OF TOTAL ISSUED AND OUTSTANDING REPRESENTED BY THE
STOCKHOLDERS:
CLASS A COMMON STOCK: %
__________________
CLASS B COMMON STOCK: %
__________________
COMPANY PREFERRED STOCK: %
__________________
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XXXXXX ACQUISITION CORP.
By:
___________________________________________
Name: Xxxxxx Xxxxxxxxx
Title: Vice President and Treasurer
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SCHEDULE I TO
STOCKHOLDERS AGREEMENT
RECORD AND BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK
Name and Address of Stockholder Number of Shares
Xxxxxx Xxxxxx 195,712
Xxxx Xxxxxx, Jr. 107,379
Xxxxxxx Xxxxxxx 5,859
RECORD AND BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK
Name and Address of Stockholder Number of Shares
Legion Insurance Company 1,351,536
Xxxx Xxxxxx, Jr. 546,287
Xxxxxx Xxxxxx 467,110
Xxxxxx Xxxxxxxx 460,013
Xxxxx Xxxxx 155,249
Xxxxxx Xxxxxx 100,265
Xxxxx Xxxxxx 78,125
Xxxxxxx Xxxxxxx 34,893
Xxxx Xxxxx 31,249
Xxxxxxx Xxxxxxx 29,653
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