Exhibit 9.1
VOTING AGREEMENT
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VOTING AGREEMENT, dated as of April 2, 1997, among Xxxx Xxxxx,
individually, and as custodian for Xxxxxxx X. Xxxxx under the New Jersey Uniform
Gift to Minors Act (the "NJUGMA") and, as custodian for Xxxxxxx X. Xxxxx under
the NJUGMA; Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx (each referred to herein,
individually, as a "Stockholder" and, collectively, as the "Stockholders") and
Jazz Photo Corp., a New Jersey corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, the Stockholders are the owners of , in the aggregate, 2,200,000
shares (the "Shares") of the common stock, par value $.01 per share ("Common
Stock"), of the Company in the amounts set forth opposite each such
Stockholder's name on Schedule I annexed hereto and made a part hereof; and
WHEREAS, the Stockholders and the Company desire to minimize any potential
disruption in the management of the Company and, accordingly, wish to enter into
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants and agreements hereinafter set forth, the parties hereto
agree as follows:
1. CREATION AND PURPOSE OF VOTING AGREEMENT.
Subject to the terms and conditions hereof, a voting agreement with
respect to the Shares is hereby created and established in accordance with New
Jersey Business Act ("NJBCA") Section 14A:5-21.
2. VOTING OF THE SHARES.
(a) Each Stockholder shall not vote her Shares against or withhold
approval of:
(i) election of a nominee in an election of directors of the
Company if such person is nominated by the Board of Directors of the Company, or
a Committee thereof, a majority of whose members consist of persons who are
themselves directors of the Company serving as of the date hereof as directors
of the Company ("Original Directors") or persons nominated directly or
indirectly for election
as directors or appointed to their posts as directors by the Original Directors
(the "Successor Directors").
(ii) a proposal to remove a director unanimously approved by the
Original and Successor Directors other than the director sought to be removed.
(b) The foregoing provisions of this Section 2 shall be equally
applicable to any vote effected by written consent as provided by applicable
law.
(c) The Stockholders shall not commence any action the result of
which is, or is designed to cause, a change in the majority of the Board of
Directors.
3. TERM OF VOTING AGREEMENT.
The Voting Agreement created hereby shall commence on and as of the
date hereof. This Voting Agreement shall terminate on the first to occur of the
following:
(a) The Stockholders shall in the aggregate own less than 20% of the
shares of Common Stock of the Company outstanding at any time;
(b) The fifth anniversary of the date hereof;
(c) The Order of Final Judgment of Permanent Injunction and Other
Relief as to Xxxx X. Xxxxx entered in the United States District Court for the
District of Columbia (Civ. No. 94 1913) shall have been vacated or otherwise
modified so as to permit Xxxx X. Xxxxx to serve as an officer or director of the
Company.
4. TRANSFER OF SHARES.
The voting restrictions contained in this Voting Agreement shall not apply
to, and shall not bind, any transferee of the Shares who is not a member of the
"immediate family" of any of the Stockholders. For the purposes hereof,
"immediate family" shall mean the parent, sibling, child or spouse of any such
Stockholder or any organization a majority of whose voting securities are owned
directly or indirectly by, or which is under the control (as defined in Rule 405
under the Securities Act of 1933, as amended) of any such Stockholder.
Accordingly, any transferee of the Shares who is not a member of the immediate
family of any Stockholder shall be entitled to vote the Shares without any
restrictions under this Agreement.
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5. When Xxxx X. Xxxxx ceases to be enjoined by the U.S. Federal
District Court from serving as an officer or director of the Company, the
Stockholders shall immediately grant to him an irrevocable proxy enforceable
under New Jersey law to vote the Shares of the Stockholders.
6. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements, commitments, or understandings with respect to
the matters provided for herein. This Agreement shall not be amended, altered,
or modified except by an instrument in writing duly executed by each of the
parties hereto and consented to by Hampshire Securities Corporation.
(b) This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto. This Agreement shall not be assignable by any
party. This Agreement shall not create, and shall not be construed as creating,
any rights enforceable by any person not a party to this Agreement.
(c) All notices and other communications given under this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
in person or on the third business day after being mailed by registered or
certified mail return receipt requested, postage prepaid, or on the date
delivered by courier providing confirmation of delivery, or on the dated
transmitted by facsimile transmission or telex and addressed to the parties as
follows:
(i) If to the Stockholders:
To such Stockholder as reflected on Schedule I hereto
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
(ii) If to the Company:
Jazz Photo Corp.
000 Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: President
or to such other address as any of them by written notice to the other party may
from time to time designate.
(d) If any part of any provision of this Agreement or any other
agreement, document, or writing given pursuant to, or in connection with, this
Agreement shall be invalid or unenforceable under applicable law, said part
shall be
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ineffective to the extent of such invalidity only without in any way affecting
the remaining part of said provision or the remaining provisions of this
Agreement.
(e) The headings of the Sections of this Agreement are inserted for
convenience of reference only and do not form a part or affect the meaning
hereof.
(f) This Agreement, the rights and obligations of the parties hereto,
and any claims and disputes relating thereto shall be governed by, and construed
in accordance with, the laws of the State of New Jersey (not including the
conflicts of law rules thereof).
(g) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which shall be
deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
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Xxxx Xxxxx
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Xxxx Xxxxx, as custodian for
Xxxxxxx X. Xxxxx under the
NJUGMA
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Xxxx Xxxxx, as custodian for
Xxxxxxx X. Xxxxx under the NJUGMA
JAZZ PHOTO CORP.
BY:
Xxxxx X. Xxxxxxxxx, President
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Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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