Exhibit 2.4
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT, dated as of __________, 1999 (the
"Agreement"), by and between The Yankee Candle Company, Inc., a Massachusetts
corporation (the "Company"), and Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, in connection with the initial public offering of the
Company's securities (the "Offering"), the Company and Yankee Candle Holdings
Corp., a Delaware corporation ("Holdings"), have entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement"), dated as of the date
hereof, providing for the issuance by the Company of shares of new common stock,
par value $.01 per share ("New Common Stock"), of the Company to Holdings, in
exchange for the transfer by Holdings of all of its assets, including, without
limitation, its existing shares of common stock, no par value, of the Company
("Existing Common Stock");
WHEREAS, Xxxxxxxxx is the owner of 49.9976 shares of Existing
Common Stock; and
WHEREAS, to carry out the intent of the Reorganization
Agreement, the parties hereto deem it desirable that Xxxxxxxxx exchange his
shares of Existing Common Stock for shares of New Common Stock on the terms and
subject to the conditions set forth herein;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. THE XXXXXXXXX EXCHANGE On the business day immediately
preceding the day of the closing of the Offering (the "Effective Date"), on the
terms and conditions set forth herein, Xxxxxxxxx shall sell, transfer, convey
and deliver certificates representing his 49.9976 shares of Existing Common
Stock, duly endorsed in blank or with stock powers attached, to the Company in
exchange for certificates representing newly issued, fully paid and
non-assessable shares of New Common Stock (the "Xxxxxxxxx Exchange"). Xxxxxxxxx
represents and warrants to the Company that his shares of Existing Common Stock
are on the date hereof, and will be on the Effective Date, free of all liens,
claims and encumbrances except those created pursuant to agreements to which the
Company is a party.
2. TERMINATION. This Agreement shall automatically terminate,
and the Xxxxxxxxx Exchange shall automatically be abandoned, upon the
termination of the Reorganization Agreement. This Agreement may not otherwise be
terminated without the written consent of the parties hereto and Holdings.
3. THIRD PARTY BENEFICIARY. This Agreement shall inure to the
benefit of the
parties hereto and Holdings which shall be a third party beneficiary hereto.
4. ENTIRE AGREEMENT. This Agreement and the Reorganization
Agreement contain the entire agreement of the parties with respect to the
transactions contemplated hereby.
5. MODIFICATIONS. No amendment or modification of this
Agreement shall be valid unless it is in writing and signed by or on behalf of
each of the Company and Xxxxxxxxx.
6. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of New York, without giving effect to the principles of conflict of
laws.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be an original and all of
which shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
THE YANKEE CANDLE COMPANY, INC.
By:
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Name:
Title:
XXXXXXX X. XXXXXXXXX
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