EXHIBIT 2.2
STOCK AGREEMENT
THIS AGREEMENT, dated as of ______________, 199__, is between (i) AMC
Entertainment Inc., a Delaware corporation ("AMCE"), (ii) Xxxxxxx X. Xxxxxxx,
individually, and as trustee of the 1992 Xxxxxxx, Inc. Voting Trust dated
December 12, 1992 (the "1992 TRUST"), and as trustee of the Trust created
pursuant to the Xxxxxxx X. Xxxxxxx Trust Agreement dated August 14, 1989 (the
"1989 TRUST"), Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx (all persons and entities referred
to in this clause (ii) are referred to herein collectively as the "FAMILY
STOCKHOLDERS") and each Authorized Assignee (as defined below) of such Family
Stockholder (each such Family Stockholder and Authorized Assignee a
"STOCKHOLDER" and collectively "STOCKHOLDERS") and (iii) solely for purposes of
Section 5.3 hereof, Delta Properties, Inc., a Missouri corporation.
WITNESSETH:
WHEREAS, Family Stockholders own (directly or indirectly) stock of
Xxxxxxx, Inc., a Missouri corporation ("DI"), which is party to an Agreement and
Plan of Merger and Reorganization among DI and AMCE (the "MERGER AGREEMENT"),
providing for the merger ("MERGER") of DI into AMCE; and
WHEREAS, pursuant to the Merger, Family Stockholders will acquire
shares of AMCE's common stock, par value 66 2/3CENTS per share (the "COMMON
STOCK") and shares of AMCE's Class B Stock, par value 66 2/3CENTS per share (the
"CLASS B STOCK"); and
WHEREAS, the parties anticipate that a portion of the shares of Common
Stock received in the Merger (or the shares of Common Stock received upon the
conversion of shares of Class B Stock received in the Merger) will be offered in
a secondary offering registered under the Securities Act of 1933, as amended
(the "1933 ACT") pursuant to and as contemplated by the Registration Agreement
(the "SECONDARY OFFERING"); and
WHEREAS, AMCE requires that this Agreement be made as a condition
precedent to the Merger and its agreement to file a registration statement in
connection with the Secondary Offering.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms, not otherwise defined
herein, have the meanings set forth below.
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"ADJUSTED BASIS" shall have the meaning specified in the Registration
Agreement.
"AFFILIATE" of a specified person means a person (other than AMCE or a
majority-owned subsidiary of AMCE) that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the person specified. For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"ASSOCIATE" of any person means (i) a corporation or organization
(other than AMCE or a majority-owned subsidiary of AMCE) of which such person is
an officer or partner or is, directly or indirectly, the beneficial owner of 10%
or more of any class of equity securities; (ii) any trust or other estate in
which such person has a substantial beneficial ownership interest or as to which
such person serves as trustee or in a similar fiduciary capacity; or (iii) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of AMCE or any of its
parents or subsidiaries.
"AUTHORIZED ASSIGNEE" of a Stockholder means (i) any person or entity
(other than a Charitable Assignee, except as provided in clause (ii) below) to
which Voting Securities are transferred by gift or otherwise without fair
consideration or (ii) if such Stockholder is a Family Stockholder, to the extent
such Stockholder (and its Authorized Assignees) transfers more than 5% in the
aggregate of the shares of Class B Stock or Common Stock received by such Family
Stockholder in the Merger (or Common Stock received upon the conversion of such
Class B Stock) ("MERGER SHARES") to Charitable Assignees, those Charitable
Assignees receiving shares in excess of such threshold.
"CHARITABLE ASSIGNEE" of a Stockholder shall mean any charitable
organization, including charitable remainder and charitable lead trusts, a
transfer of property to which by such Stockholder would qualify, at least in
part, for an income, gift or estate tax charitable deduction under the Internal
Revenue Code of 1986, as amended.
"XXXXXXX CHILDREN" means Family Stockholders (other than Xxxxxxx X.
Xxxxxxx, the 1992 Trust and the 1989 Trust), and any Authorized Assignee of a
Family Stockholder (other than Authorized Assignees of Xxxxxxx X. Xxxxxxx, the
1992 Trust and the 1989 Trust that are not Family Stockholders).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EFFECTIVE DATE" shall mean the date on which the Effective Time (as
defined in the Merger Agreement) occurs.
"GROUP" means two or more persons acting as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or
disposing of securities of AMCE.
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"INDEMNIFICATION AGREEMENT" has the meaning specified in the Merger
Agreement.
"MERGER EXPENSES" shall mean those Expenses (as defined in the Merger
Agreement) not paid by Xxxxxxx X. Xxxxxxx, the 1989 Trust and the 1992 Trust
pursuant to Section 2(c) of the Indemnification Agreement.
"PERMITTED ASSIGNEE" shall have the meaning specified in the
Registration Agreement.
"REGISTRATION AGREEMENT" means the Registration Agreement dated the
date hereof among AMCE and the Family Stockholders.
"RESTRICTED PERIOD" shall mean a period commencing the date hereof and
ending three years after the Effective Date.
"VOTING SECURITIES" means Common Stock, Class B Stock and any other
securities of AMCE that may be issued from time to time having general voting
power under ordinary circumstances in the election of directors and any other
security of AMCE convertible into, or exercisable for, any such security.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS: Each
Stockholder, severally, as to himself, herself or itself, and not jointly,
hereby represents and warrants to AMCE as follows:
(a) Such Stockholder has full legal right, power and authority to
enter into and perform this Agreement and the Registration Agreement. This
Agreement and the Registration Agreement are valid and binding obligations of
such Stockholder enforceable against such Stockholder in accordance with their
terms, except that such enforcement may be subject to (i) bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(b) Neither the execution and delivery of this Agreement or the
Registration Agreement by such Stockholder nor the consummation by such
Stockholder of the transactions contemplated hereby or thereby conflicts with or
constitutes a violation of or default under any statute, law, regulation, order
or decree applicable to such Stockholder, or any material contract, commitment,
agreement, arrangement or restriction of any kind to which such Stockholder is a
party or by which such Stockholder is bound.
Section 2.2 REPRESENTATIONS AND WARRANTIES OF AMCE. AMCE hereby
represents and warrants to Stockholders as follows:
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(a) AMCE has full legal right, power and authority to enter into and
perform this Agreement and the Registration Agreement. The execution and
delivery of this Agreement and the Registration Agreement by AMCE and the
consummation by AMCE of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action on behalf of AMCE. This
Agreement and the Registration Agreement are valid and binding obligations of
AMCE enforceable against AMCE in accordance with their terms, except that such
enforcement may be subject to (i) bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(b) Neither the execution and delivery of this Agreement or the
Registration Agreement by AMCE nor the consummation by AMCE of the transactions
contemplated hereby or thereby conflicts with or constitutes a violation of or
default under the charter or bylaws of AMCE, any statute, law, regulation, order
or decree applicable to AMCE, or any material contract, commitment, agreement,
arrangement or restriction of any kind to which AMCE is a party or by which AMCE
is bound.
ARTICLE III
LIMITATIONS AND RESTRICTIONS
Section 3.1 RESTRICTIONS ON CERTAIN ACTIONS BY STOCKHOLDERS. Each of
the Xxxxxxx Children severally agrees that during the Restricted Period, such
Stockholder will not, nor will it permit any of its Affiliates or Associates
(other than Xxxxxxx X. Xxxxxxx, the 1992 Trust and the 1989 Trust) from and
after the date that such person becomes an Affiliate or Associate to, unless in
any such case specifically invited to do so by the Board of Directors of AMCE,
directly or indirectly, alone or in concert with others:
(a) become a member of a Group (other than a Group composed solely of
Stockholders) or make any public or private proposal with respect to an
extraordinary transaction involving AMCE or any of its subsidiaries;
(b) solicit, or participate in any "solicitation" of, "proxies" or
become a "participant" in any "election contest" (as such terms are defined or
used in Regulation 14A under the Exchange Act) with respect to AMCE; or
(c) deposit any shares of Common Stock in a voting trust (where the
trustees thereof are not such Stockholder or Permitted Assignees of such
Stockholder) or, except as specifically contemplated by this Agreement, subject
them to a voting agreement or other agreement or arrangement with respect to the
voting of such shares of Common Stock.
The foregoing limitations shall not restrict directors of AMCE who are
also Stockholders from taking such action as directors as they deem necessary,
advisable or proper to fulfill their fiduciary duties to AMCE and its
stockholders.
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Section 3.2 VOTING. (a) During the Restricted Period, each of the
Xxxxxxx children, severally, shall grant the proxy set forth in paragraph (b)
below, and shall take no action to revoke or interfere with the exercise of such
proxy or to vote shares subject to the proxy in a manner inconsistent with the
proxy.
(b) Each of the Xxxxxxx Children hereby appoints the Secretary and
each Assistant Secretary of AMCE, and each of them, as such Xxxxxxx Child's
proxy and attorney, with full power of substitution, to vote all shares of
Common Stock owned by such Xxxxxxx Child from time to time for each candidate
for the Board of Directors of AMCE in the same proportion as the aggregate votes
cast in such elections by all other holders of Common Stock not affiliated with
AMCE, its directors and officers. This proxy will remain in effect during the
Restricted Period and is coupled with an interest and irrevocable during the
Restricted Period. This proxy will automatically terminate upon the conclusion
of the Restricted Period.
Section 3.3 RESTRICTIONS ON TRANSFER. Each Stockholder severally
agrees not to sell, assign, pledge, hypothecate, transfer, grant an option with
respect to or otherwise dispose of any interest in Voting Securities, or enter
into an agreement, arrangement or understanding with respect to the foregoing
(individually and collectively, "TRANSFER"), except in compliance with the 1933
Act. Each Stockholder severally acknowledges that shares of Common Stock and
Class B Stock received in the Merger will be subject to limitations on Transfer
imposed by Rule 145 under the 1933 Act and may not be sold except in a
registered offering, pursuant to Rule 145 under the 1933 Act or in a transaction
otherwise exempt from registration under the 1933 Act and that certificates
evidencing Voting Securities of AMCE which it will receive as a result of the
Merger (and any shares subsequently acquired by such Stockholder) may bear an
appropriate legend to such effect (and to the effect that Authorized Assignees
are required to become parties to this Agreement and to the effect that the
Company has a right of first refusal in connection with certain sales thereof)
and that AMCE will give stop transfer instructions to its transfer agent
regarding Voting Securities held by such Stockholder.
Section 3.4 TRANSFERS BY GIFT. Subject to the next sentence, each
Stockholder severally agrees that during the Restricted Period such Stockholder
will not transfer Voting Securities to any Authorized Assignee unless such
person or entity agrees by instrument in form and substance reasonably
satisfactory to AMCE to be bound by the provisions of this Agreement as a
"Stockholder". It is understood and agreed that (subject to the requirements
set forth in the definition of Permitted Assignees in the Registration
Agreement) other transferees of Voting Securities shall not be required to agree
to be bound by the provisions of this Agreement and that each Family Stockholder
may transfer up to 5% in the aggregate of its Merger Shares to Charitable
Assignees free and clear of the provisions of this Agreement.
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ARTICLE IV
RIGHT OF FIRST REFUSAL
Section 4.1 RIGHT OF FIRST REFUSAL.
(a) In the event that during the Restricted Period one of the Xxxxxxx
Children desires to sell all or part of its holding of Voting Securities (the
"SHARES") in a transaction that is exempt from the registration requirements of
the 1933 Act other than in brokers' transactions within the meaning of Section
4(4) thereof, AMCE shall first be given the opportunity, in the following
manner, to purchase (or cause a corporation, entity, person or group designated
by AMCE to purchase) all, but not less than all, of such Shares sought to be
sold.
(b) Such Xxxxxxx Child shall deliver a written notice (the "NOTICE")
to AMCE of such intention, describing the proposed terms for sale of the Shares,
identifying the offeror, identifying the proposed price of the Shares, and
setting forth the other terms and conditions of such offer or proposed sale.
(c) AMCE shall have the right for 5 business days (which period shall
be extended by the amount of time taken to determine the value of non-cash
consideration pursuant to the next sentence) from the receipt of the Notice (the
"DECISION PERIOD"), exercisable by written notice in accordance with Section 7.8
hereof, to elect to purchase (or to designate a corporation, entity, person or
group to purchase) all, but not less than all, of the Shares specified in the
Notice for cash at the price set forth therein and upon the terms and conditions
in the Notice.
If the purchase price specified in the Notice includes any property
other than cash, the purchase price shall be deemed to be the amount of any cash
included in the purchase price plus the value (as may be mutually agreed by the
Xxxxxxx Child and AMCE, or, if they are unable to agree, as determined by an
independent, nationally recognized investment banking firm mutually selected by
the Xxxxxxx Child and AMCE and the fees and expenses of such firm shall be borne
equally by the Xxxxxxx Child and AMCE) of the other property included in the
price; and in such event AMCE's notice of exercise of the right to elect to
purchase provided for herein shall set forth the purchase price so determined.
(d) If AMCE does not exercise its right to elect to purchase by the
end of the Decision Period, the Xxxxxxx Child shall be free to sell or agree to
sell the Shares specified in the Notice to the third party making the offer
described in the Notice, at the price specified therein or at any price in
excess thereof and on the other terms and conditions specified in the Notice.
If the Xxxxxxx Child shall not so sell all of the Shares within 90 days after
the expiration of the Decision Period, the provisions of this Agreement
including, without limitation, this Article IV, shall thereafter apply to the
Shares not so sold.
(e) If AMCE exercises its right to purchase specified in paragraph
(c) of this Article IV, the closing of the purchase of the Shares shall take
place within 30 days after receipt
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by the Xxxxxxx Child of the notice of exercise at a place, time, and date
specified by AMCE. At the closing, AMCE shall deliver to the Xxxxxxx Child cash
or immediately available funds in an amount equal to the purchase price set
forth in the Notice, and the Xxxxxxx Child shall deliver to AMCE certificates
representing the Shares, which Shares shall be free and clear of all liens,
security interests and other encumbrances, duly endorsed in blank or accompanied
by stock powers duly executed and otherwise in form acceptable for transfer of
the Shares on the books of AMCE, together with all necessary stock transfer
stamps.
ARTICLE V
SECONDARY OFFERING
Section 5.1 CONSUMMATION OF SECONDARY OFFERING. The Stockholders
agree to use their best efforts to cause the Secondary Offering to be
consummated during the period beginning the date that is six months and one day
from the Effective Date and ending the date (the "DEADLINE DATE") that is six
months from such date (provided that such six-month period ending on the
Deadline Date shall be extended by the length of any Postponement Period (as
defined in the Registration Agreement)).
Section 5.2 NUMBER OF SHARES. Subject to the terms and conditions of
the Registration Agreement, each Stockholder severally agrees that it will sell
a number of shares of Common Stock in the Secondary Offering equal to the number
of shares of Common Stock set forth next to such Stockholder's name in Exhibit A
to the Registration Agreement, subject to reduction or increase pursuant to the
Registration Agreement.
Section 5.3 FAILURE TO CONSUMMATE. In the event that the Merger is
consummated and the Secondary Offering is not consummated pursuant to the
Registration Agreement on or prior to the Deadline Date, other than as a result
of the breach by AMCE of the Registration Agreement, Xxxxxxx X. Xxxxxxx, the
1992 Trust, the 1989 Trust and Delta shall jointly and severally (i) pay to AMCE
a fee equal to an aggregate of $2,000,000 to compensate AMCE for the diversion
of its officers and other employees in connection with the Secondary Offering
and (ii) reimburse AMCE for all of its Merger Expenses.
ARTICLE VI
TAX MATTERS
Section 6.1 REPRESENTATIONS. Each Stockholder hereby severally
represents and warrants to AMCE that such Stockholder has no plan or intention,
and as of the Effective Date will have no plan or intention to sell, exchange,
or otherwise dispose of a number of shares of Common Stock or Class B Stock
received in the Merger that would reduce (i) the ownership by such Stockholder
of Common Stock received in the Merger to a number of shares equal to less than
50% of the number of shares of Common Stock received by such Stockholder in the
Merger or (ii) the ownership by such Stockholder of Class B Stock received by
such Stockholder in the Merger to a number of shares equal to less than 50% of
the number of shares of Class B Stock received by such Stockholder in the Merger
(plus, in the case of Xxxxxxx X. Xxxxxxx, the 1989
8
Trust and the 1992 Trust, collectively, a number of shares of Class B Stock
equal to the sum of (x) 65% of the number of shares of Common Stock received by
Harvard College in the Merger, plus (y) a number of shares of Class B Stock
equal to the Specified Percentage of the total number of shares of Class B Stock
and Common Stock issued in the Merger).
Section 6.2 COVENANTS. Each Stockholder hereby severally covenants
that for a period of two years from the Effective Date, he, she or it will not
sell, exchange, or otherwise dispose of a number of shares of Common Stock or
Class B Stock received by the Stockholder in the Merger that would reduce (i)
the ownership by such Stockholder of Common Stock received in the Merger to a
number of shares equal to less than 50% of the number of shares of Common Stock
received by such Stockholder in the Merger (provided that such Stockholder may
sell, exchange or otherwise dispose of a number of shares of Common Stock in
excess of the number otherwise permitted by this clause (i) if another
Stockholder agrees by written instrument reasonably satisfactory to AMCE to
reduce the number of shares of Common Stock such other Stockholder is permitted
to sell pursuant to this clause (i) by a like number of shares and all other
Stockholders consent in writing thereto) or (ii) the ownership by such
Stockholder of Class B Stock received by such Stockholder in the Merger to a
number of shares equal to less than 50% of the number of shares of Class B Stock
received by such Stockholder in the Merger (plus, in the case of Xxxxxxx X.
Xxxxxxx, the 1989 Trust and the 1992 Trust, collectively, a number of shares of
Class B Stock equal to the sum of (x) 65% of the number of shares of Common
Stock received by Harvard College in the Merger, plus (y) a number of shares of
Class B Stock equal to the Specified Percentage of the total number of shares of
Class B Stock and Common Stock issued in the Merger).
Section 6.3 DEFINITIONS. As used herein, a "SPECIFIED PERCENTAGE"
of a number of shares of Common Stock and Class B Stock shall mean a percentage
of such shares equal to the product (expressed as a percentage) of (A) a
fraction having a numerator of $1,125,000 and a denominator equal to the sum of
the value of all shares of Common Stock and Class B Stock issued in the Merger
(as determined by AMCE in good faith, such determination to be conclusive and
binding on the parties in the absence of manifest error), plus $1,125,000,
multiplied by (B) 1.25. Immediately prior to the execution and delivery of this
Agreement, AMCE shall have delivered to the 1989 Trust, the 1992 Trust and
Xxxxxxx X. Xxxxxxx written notice of its determination of the Specified
Percentage.
ARTICLE VII
MISCELLANEOUS
Section 7.1 HOLDBACK AGREEMENT. The Stockholders agree in connection
with any registration of an underwritten offering of securities of AMCE during
the Restricted Period, including the Secondary Offering, upon the request of
AMCE or the underwriters managing such offering, not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
Voting Securities without the prior written consent of AMCE or such
underwriters, as the case may be, for such period of time as AMCE or the
underwriters may
9
specify (a "HOLDBACK PERIOD"), provided that the aggregate of Holdback Periods
for any 365-day period shall not exceed 180 days.
Section 7.2 INTERPRETATION. For all purposes of this Agreement, the
terms AMCE "Common Stock" and "Class B Stock" shall include any securities of
any issuer entitled to vote generally for the election of directors of such
issuer which securities the holders of AMCE Common Stock or Class B Stock shall
have received or as a matter of right are entitled to receive as a result of
(i) any capital reorganization or reclassification of the capital stock of AMCE,
(ii) any consolidation, merger or share exchange of AMCE with or into another
corporation, or (iii) any sale of all or substantially all the assets of AMCE.
Section 7.3 ENFORCEMENT. (a) Stockholders, on the one hand, and
AMCE, on the other, acknowledge and agree that irreparable damage would occur if
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, the parties will
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically its provisions in any court of the United
States or any state having jurisdiction, this being in addition to any other
remedy to which they may be entitled at law or in equity.
(b) No failure or delay on the part of either party in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege.
Section 7.4 ENTIRE AGREEMENT. This Agreement, the Merger Agreement,
the Registration Agreement and the Indemnification Agreement (as defined in the
Merger Agreement) and, with respect to the Family Stockholders only, that
certain Xxxxxxx Family Settlement Agreement dated as of January 22, 1996,
constitute the entire understanding of the parties with respect to the
transactions contemplated herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the
transactions contemplated hereby except that the Xxxxxxx Family Settlement
Agreement shall not be deemed to be amended by this Agreement and shall remain
in full force and effect. This Agreement may be amended only by an agreement in
writing executed by all the parties.
Section 7.5 SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, the remaining
provisions shall remain in full force and effect. It is declared to be the
intention of the parties that they would have executed the remaining provisions
without including any that may be declared unenforceable.
Section 7.6 HEADING. Descriptive headings are for convenience only
and will not control or affect the meaning or construction of any provision of
this Agreement.
Section 7.7 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, and each such executed counterpart will be an original
instrument.
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Section 7.8 NOTICES. All notices, consents, requests, instructions,
approvals and other communications provided for in this Agreement and all legal
process in regard to this Agreement will be validly given, made or served, if in
writing and delivered personally, by telecopy (except for legal process) or sent
by registered mail postage paid:
If to AMCE: AMC Entertainment Inc.
000 X. 00xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
Fax:
with copies to: Xxxxxxx X. Xxxx, Xx., Esq.
Hallmark Cards, Incorporated
0000 XxXxx Xxxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
The Xxxxxxxxx Xxxx X. Xxxxxxxx
Polsinelli, White, Xxxxxxxx & Xxxxxxx
Xxxxx 0000, Xxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
If a Stockholder or Delta: to the address set forth next to
such Stockholder's or Delta's name
on the signature pages hereto
With information copies of notices
to a Stockholder (other than Xxxxxxx
X. Xxxxxxx, the 1992 Trust or the
1989 Trust) or Delta to: Xxxxxx X. Xxxxxx, Esq.
Kopple & Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxx, XX 00000
Xxxxx Xxxxxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
With information copies of notices
to Xxxxxxx X. Xxxxxxx, the 1992
Trust, the 1989 Trust or Delta to: Xxxxxxx X. Xxxxxx, Xx., Esq.
Xxxxxxx & Xxxx X.X.
0000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
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or to such other address or telecopy number as any party may, from time to time,
designate in a written notice given in a like manner. Notice shall be deemed
given upon receipt thereof.
Section 7.9 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the successors, heirs, legatees, devisees and
personal and legal representatives of the parties and Authorized Assignees of
Stockholders; provided, however, that no party may assign this Agreement (other
than an assignment by a Stockholder to an Authorized Assignee as provided
herein) without the prior written consent of all other parties.
Section 7.10 GOVERNING LAW.
(a) This Agreement will be governed by and construed and enforced in
accordance with the internal laws of the State of Missouri without giving effect
to the conflict of laws principles thereof.
(b) Each party hereto hereby consents to, and confers exclusive
jurisdiction upon, the courts of the State of Missouri and the Federal courts of
the United States of America located in the City of Kansas City, Missouri, and
appropriate appellate courts therefrom, over any action, suit or proceeding
arising out of or relating to this Agreement. Each party covenants that it will
not commence any action, suit or proceeding arising out of or relating to this
Agreement in any other jurisdiction. Nothing in this paragraph shall affect the
rights of a party to enforce a judgment rendered by the courts referred to in
the first sentence of this paragraph in any other jurisdiction. Each party
hereto hereby waives, and agrees not to assert, as a defense in any such action,
suit or proceeding that it is not subject to such jurisdiction or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that this Agreement may not be enforced in or by said courts or that
its property is exempt or immune from execution, that the suit, action or
proceeding is brought in an inconvenient forum, or that the venue of the suit,
action or proceeding is improper. Service of process in any such action, suit
or proceeding may be served on any party anywhere in the world, whether within
or without the State of Missouri by mailing a copy thereof by registered or
certified mail, postage prepaid, to such party at its address provided in
Section 7.8 of this Agreement, provided that service of process may be
accomplished in any other manner permitted by applicable law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first referred to above.
AMC ENTERTAINMENT INC.
By
-----------------------------------
Xxxxx X. Xxxxx
President
ADDRESS: STOCKHOLDERS
Suite 1700
Power & Light Building
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 --------------------------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Xxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx Xxxxx --------------------------------------
Xxxx Xxxxxxx, XX 00000 Xxxxx X. Xxxxxxxxx
0000 Xxxx 00xx Xxxxxx --------------------------------------
Xxxxxxx Xxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx
X.X. Xxx 0000 --------------------------------------
Xxxxxx Xxxxx Xx, XX 00000 Xxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxx Xxxx --------------------------------------
Xxxxxx, XX 00000 Xxxxxx X. Xxxxxx
000 X.X. Xxxxxxxx Xxxxx --------------------------------------
Xxxxxxxxx, XX 00000 Xxxxx X. Xxxxxxx
000 Xxxx Xxx Xxxxxx --------------------------------------
Xxx Xxxx, XX 00000 Xxxxx X. Xxxxxxx
00
Xxxxx 0000
Power & Light Building
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 ---------------------------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Xxxxxxx X. Xxxxxxx, as trustee of the
1992 Trust
Suite 1700
Power & Light Building
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 ---------------------------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Xxxxxxx X. Xxxxxxx, as trustee of the
1989 Trust
Suite 1700 DELTA PROPERTIES, INC.
Power & Light Building
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 ---------------------------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
