EXHIBIT (c)(2)
STOCK SUBSCRIPTION AGREEMENT*
* This agreement has been conformed to reflect certain amendments to the Stock
Subscription Agreement which were effected prior to January 25, 1996 but
subsequent to the original printing of the Stock Subscription Agreement
forms circulated to Participating Stockholders.
STOCK SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January 25,
1996 between LSAI HOLDING CORP., a Delaware corporation ("Holdings"), and the
undersigned stockholder (the "Stockholder") of Levi Xxxxxxx Associates Inc., a
Delaware corporation (the "Company") and the parent corporation of Levi
Xxxxxxx & Co.
RECITALS
WHEREAS, a group of major stockholders of the Company, including Xxxxxx X.
Xxxx, Xxxxxx X. Xxxx, as an executor of the estate of Xxxxxx X. Xxxx, Xx.,
Xxxxx X. Xxxx, Xx., Xxxxxx X. Xxxx, Xxxxx X. Xxxx, Xx., Xxxxxxxxx X. Xxxx, F.
Xxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxx (the "Transaction Sponsors") has agreed
to capitalize Holdings by means of a contribution of shares of Company common
stock;
WHEREAS, Holdings intends to form LSAI Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Holdings ("Acquisition Corp.");
WHEREAS, Holdings intends to submit a proposal to the Board of Directors of
the Company contemplating the merger of Acquisition Corp. with and into the
Company, resulting in the Company being a wholly owned subsidiary of Holdings
(the "Merger," and together with all the transactions related thereto, the
"Transaction");
WHEREAS, Holdings intends to provide all holders of Class L Common Stock of
the Company, par value $.10 per share (the "Class L Shares," and the holders
thereof the "Class L Stockholders"), with an opportunity, subject to certain
conditions described below, to participate in the ownership of Holdings and,
through Holdings, the continued ownership of the Company;
WHEREAS, such ownership will be realized through a purchase (the
"Purchase"), prior to the Merger, of common stock of Holdings, par value $.01
(the "Holdings Shares"), by those Class L Stockholders who wish to participate
in the ownership of Holdings (the "Participating Stockholders"), at a price of
one Class L Share for one Holdings Share;
WHEREAS, as a result of the proposed Merger, it is contemplated that all
outstanding shares of Class E Common Stock of the Company, par value $.10 per
share (the "Class E Shares," and the holders thereof the "Class E
Stockholders"), and all outstanding Class L Shares not held by Holdings
(consisting of Class L Shares not contributed by the Participating
Stockholders and Class L Shares held by Class L Stockholders who are not
Participating Stockholders) will be converted into the right to receive $250
per share (except, in each case, for shares held by stockholders who exercise
their rights to appraisal pursuant to (S) 262 of the Delaware General
Corporation Law (the "DGCL"));
WHEREAS, Holdings intends to finance the cash payments to be made in
conjunction with the Merger through existing cash resources and from
borrowings under a new or amended bank credit agreement or other sources; and
WHEREAS, the Stockholder is executing this Agreement, effective as of
January 25, 1996, in order to purchase Holdings Shares and continue to
participate, through ownership of Holdings, in the ownership of the Company.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements contained herein, the parties hereto agree as
follows:
ARTICLE I
Stock Subscription
1.1 Contribution of Class L Shares; Purchase of Holdings Shares. (a) Subject
to Section 4.1 hereof, the Stockholder agrees to purchase, at the Closing (as
hereinafter defined), Holdings Shares, (the "Purchase Number") at a
price of one Class L Share for each Holdings Share.
(b) At the Closing,
(i) Holdings will deliver to Xxxxxx X. Xxxxx or Xxxxxx Xxxxxxxx, as
agents for the Stockholder (the "Agents"), certificates issued in the
Stockholder's name representing the Holdings Shares purchased hereunder;
(ii) the Agents will deliver such certificates for the Holdings Shares,
together with the stock power submitted by the Stockholder pursuant to
Section 1.2, to Holdings, with a request on behalf of the Stockholder that
such Holdings Shares be reregistered in the name of the trustees (the
"Trustees") of the Voting Trust (as hereinafter defined);
(iii) Holdings will deliver to the Trustees (or their designated agent)
one or more certificates representing such Holdings Shares issued in the
names of the Trustees; and
(iv) Holdings will deliver to each Stockholder a certificate representing
both the Stockholder's beneficial ownership of Holdings Shares and the
Stockholder's related and required participation in a voting trust (the
"Voting Trust," and such certificate the "Voting Trust Certificate").
1.2 Consideration for Shares. Prior to the Closing, Holdings shall deliver
to the Stockholder a letter of transmittal. The Stockholder shall complete and
return such letter of transmittal to Holdings on or prior to the date
indicated thereon, together with the certificates representing the Class L
Shares to be used as consideration for the Holdings Shares purchased pursuant
to this Agreement (the "Contributed Shares"). In addition, the Stockholder
will receive signature pages for a voting trust agreement (the "Voting Trust
Agreement") and a stockholders' agreement (the "Stockholders' Agreement"),
each of which the Stockholder hereby commits to become a party to by executing
those signature pages. Such signature pages will be signed by the Stockholder
and returned to Holdings with stock powers acceptable to Holdings, in its sole
discretion, permitting Holdings to reregister the Stockholder's Holdings
Shares in the name of the Trustees as contemplated by Section 1.1(b). All
transactions contemplated by this Section 1.2 must be carried out on or prior
to the Closing. If the Stockholder cannot deliver certificates for the
Contributed Shares because such certificates have been lost or destroyed,
Holdings will take reasonable steps upon the receipt of a customary indemnity
to arrange for the issuance of replacement certificates therefor prior to the
Closing.
1.3 Closing. Subject to the terms and conditions of this Agreement, the
delivery of the Contributed Shares by the Stockholder to Holdings, and the
issuance of Holdings Shares in the Stockholder's name, followed by the
delivery to the Stockholder of the Voting Trust Certificate evidencing
ownership of the Holdings Shares (the "Closing"), shall occur two business
days prior to the anticipated consummation of the Merger. Such delivery by the
Stockholder and transfer by Holdings shall be made to the Agents.
ARTICLE II
Representations and Warranties of Holdings
Holdings represents and warrants to the Stockholder that:
2.1 Organization and Authority. Holdings is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to enter into this
Agreement, to issue and sell the Holdings Shares and to consummate the
Transaction.
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2.2 Capitalization. Immediately after the Closing, the Participating
Stockholders, together with the stockholders who received Holdings Shares in
the formation of Holdings, shall own 100% of the outstanding Holdings Shares.
All of the Holdings Shares outstanding following the Closing shall be validly
issued, fully paid and nonassessable and, when delivered by Holdings at the
Closing, shall be free and clear of all liens, claims, options, charges or
other security interests or encumbrances, except for arrangements binding the
Stockholder set forth in the Voting Trust Agreement and the Stockholders'
Agreement.
2.3 Valid, Binding Agreement. This Agreement is a valid and binding
agreement of Holdings, enforceable against Holdings in accordance with its
terms.
ARTICLE III
Representations and Warranties of the Stockholder
The Stockholder hereby represents and warrants as follows:
3.1 Total Shares of the Company; Consideration. (a) Schedule 1 sets forth
the number of Class L Shares of which the Stockholder is the holder of record
as of the date hereof. Except as set forth on Schedule 1, and other than the
existing stockholders' agreement to which Class L Shares are currently subject
(the "Class L Stockholders' Agreement"), such Class L Shares are held free and
clear of all claims, liens, charges, encumbrances, security interests, voting
agreements and commitments of any kind.
(b) Except as set forth in Schedule 1, as of the date hereof, the
Stockholder has full power and authorization to vote the Class L Shares listed
on Schedule 1, as well as to sell, transfer, assign and deliver legal and
beneficial ownership of such Class L Shares. The transfer of the Contributed
Shares to Holdings pursuant to this Agreement and as part of the Purchase will
pass good and marketable title to such Class L Shares, free and clear of all
claims, liens, charges, encumbrances, security interests, voting agreements
and commitments of any kind (other than those provided for herein).
(c) Neither the execution of this Agreement nor the consummation by the
Stockholder of the Purchase will constitute a violation of or default under,
or conflict with any contract, commitment, agreement, understanding,
arrangement or restriction of any kind to which such Stockholder is a party or
by which such Stockholder is bound, subject to receipt of the approval by the
Company's Board of Directors of transfers of Class L Shares as required under
the Class L Stockholders' Agreement.
(d) The Purchase Number is the greater of (i) 10,000 Class L Shares and (ii)
a number greater than or equal to two-thirds of the number of Class L Shares
shown on Schedule 1 which are held of record by the Stockholder on the date of
this Agreement.
3.2 Receipt of and Access to Information. Holdings has made available to the
Stockholder, for a reasonable time prior to the date hereof, information
concerning the Purchase and the Transaction including, without limitation, the
Offering Memorandum dated December 20, 1995 and the exhibits thereto. In
addition, Holdings has given the Stockholder an opportunity to ask questions
and receive answers concerning the terms and conditions of such Stockholder's
investment in the Holdings Shares (including the related and required Voting
Trust Agreement and Stockholders' Agreement) and to obtain any additional
information which Holdings possesses or can acquire without unreasonable
effort or expense, and such Stockholder has received all such additional
information requested by such Stockholder.
3.3 Purchase for Investment. (a) The Stockholder represents that the
Holdings Shares (and the related Voting Trust Certificates) purchased pursuant
to this Agreement are so purchased for such Stockholder's own account (or a
trust or custodial account, if the Stockholder is a trustee or custodian), for
investment and not with a view to, or for sale in connection with, the
distribution thereof or with any present intention of distributing or
reselling any thereof.
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(b) The Stockholder represents that:
(i) the Stockholder has such knowledge and experience in financial and
business matters that such Stockholder is capable of evaluating the merits
and risks of the investment in Holdings Shares (and the related Voting
Trust Certificates);
(ii) the Stockholder is able to bear the economic risk of such investment
for an indefinite period of time, including the risk of a complete loss of
such Stockholder's investment;
(iii) either (A) the Stockholder has a preexisting personal or business
relationship with Holdings or its officers, directors, affiliates or
controlling persons, or (B) by reason of the Stockholder's business or
financial experience or the business or financial experience of the
Stockholder's professional advisors (who are unaffiliated with and who are
not compensated by Holdings or any affiliate or selling agent of Holdings),
the Stockholder has the capacity to protect his or her own interests in
connection with the Transaction; and
(iv) the Stockholder is not looking to, or relying in any manner upon,
any of Holdings, the Company, or any of their respective affiliates,
officers, employees or representatives, for advice about tax, financial or
legal consequences of the Purchase, the Merger or any of the other matters
contemplated by this Agreement, and that none of Holdings, the Company, or
any of their respective affiliates, officers, employees and representatives
has made or is making any representations to the Stockholder about, or
guarantees of, tax, financial, operational or legal outcomes of any the
transactions and arrangements contemplated by this Agreement, in either
case including, without limitation, whether the Stockholder will receive
capital gains treatment for any Class L Shares converted to cash in the
Merger.
3.4 No Registration; Restriction on Transfer of Holdings Shares. The
Stockholder represents that such Stockholder has been advised that the
Holdings Shares (and the related Voting Trust Certificates) have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), and
the rules and regulations thereunder and, therefore, cannot be resold unless
they are registered under the 1933 Act or unless an exemption from
registration is available. The Stockholder is aware that certificates
representing Holdings Shares and the Voting Trust Certificates shall bear
endorsements reading substantially as follows:
The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be transferred,
sold or otherwise disposed of except while such a registration is in effect
or pursuant to an exemption from registration under said Act.
In addition, the Stockholder understands that the Stockholders' Agreement will
contain other restrictions on the transfer of Holdings Shares and Voting Trust
Certificates and that the Voting Trust Agreement and the Stockholders'
Agreement will permit holders of Holdings Shares, after complying with all
applicable transfer restrictions, to transfer only Voting Trust Certificates
representing beneficial ownership of Holdings Shares. Beneficial and record
ownership of the Holdings Shares (other than those Holdings Shares
beneficially owned by the Trustees) will not be joined in a single holder
until the termination of the Voting Trust all as set forth in greater detail
in the forms of the Voting Trust Agreement and the Stockholders' Agreement
heretofore delivered by Holdings to the Stockholder.
3.5 Commitment Date. The Stockholder is aware that Holdings is not bound by
this Agreement unless it is executed by the Stockholder and delivered to
Holdings on or prior to, and as of, 5 p.m. San Francisco time, January 25,
1996.
ARTICLE IV
Covenants and Agreements
4.1 Restrictions on Transfer of Class L Shares. (a) The Stockholder agrees
that, during the term of this Agreement, the Stockholder will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of any Class L
Shares held of record by the Stockholder (whether owned as of the date hereof
or acquired hereafter), or any interest therein except:
(i) to Holdings, pursuant to Article I of this Agreement; or
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(ii) to a Permitted Transferee (as defined in the Class L Stockholders'
Agreement); provided that any transfer or disposition of Class L Shares
under this clause (ii) of this Section 4.1(a) shall be subject to (A) the
continuing obligation of the Stockholder to contribute a number of Class L
Shares equal to the Purchase Number and (B) the condition that each
recipient of Class L Shares pursuant to any such transfer or disposition
shall be provided with a copy of this Agreement and bound by Articles IV
and VII of this Agreement as if a signatory hereto.
(b) Notwithstanding the provisions of Section 4.1(a) hereof, a Stockholder
may transfer Class L Shares to the persons or entities specified on Schedule 2
hereto in the amounts specified on such schedule, provided that the following
conditions are met: (i) all transferees set forth on Schedule 2 are Permitted
Transferees, (ii) all such transferees execute and return to Holdings no later
than February 26, 1996 a letter in the form of Exhibit A hereto (covering the
number of Class L Shares to be so transferred and committing to contribute
such Class L Shares to Holdings at the Closing), (iii) all such transferees
execute and return to Holdings the Voting Trust Agreement and the
Stockholders' Agreement prior to the Closing, (iv) each such transfer to a
given transferee is in an amount of at least 10,000 Class L Shares and is
completed prior to the Closing and (v) after giving effect to all such
transfers, the Purchase Number (including the shares so transferred and
contributed) continues to satisfy the representation set forth in Section
3.1(d). Holdings shall determine, in its sole discretion, whether the
foregoing conditions have been met.
(c) Notwithstanding the provisions of Sections 4.1(a) and 4.1(b), (i) a
Stockholder may, no later than February 26, 1996, by written notice to
Holdings in accordance with Section 7.5 hereof, decrease the Purchase Number
(the Purchase Number minus the number of shares so subtracted being the
"Reduced Purchase Number"), and (ii) the Purchase Number shall thereafter be
deemed to be the Reduced Purchase Number; so long as in all events the Reduced
Purchase Number (if greater than zero) satisfies the representation set forth
in Section 3.1(d) as if such representation is made on February 26, 1996.
(d) Notwithstanding the provisions of Sections 3.1(d), 4.1(a), 4.1(b) and
4.1(c) hereof, a Stockholder may, no later than March 6, 1996, by written
notice to Holdings in accordance with Section 7.5 hereof, reduce the Purchase
Number then in effect as to such Stockholder by a number (the "Capital Gains
Reduction Amount") of Class L Shares less than or equal to 20% of the Purchase
Number then in effect as to such Stockholder, in order to permit conversion to
cash of an additional number of Class L Shares in the Merger equal to the
Capital Gains Reduction Amount, if the conversion of such additional shares
would, in the Stockholder's view, make it possible for the Stockholder to
obtain capital gains treatment which would otherwise not be available. If the
Stockholder makes such an election, the Purchase Number shall thereafter be
deemed to be a number equal to the Purchase Number effective for such
Stockholder immediately prior to such election minus the Capital Gains
Reduction Amount and the representation set forth in Section 3.1(d) shall not
be deemed breached if not satisfied solely as a result of any reduction
pursuant to this Section 4.1(d).
(e) Holdings may request the Company to enter a stop transfer order with the
transfer agent or agents of the Class L Shares against the transfer of the
Stockholder's Class L Shares, except for transfers in compliance with the
requirements of this Agreement.
4.2 Agreement to Vote. The Stockholder covenants and agrees that while this
Agreement is in effect (a) such Stockholder will vote, or cause to be voted
(whether by proxy, consent or in person), all of the Class L Shares and Class
E Shares held of record by the Stockholder, or with respect to which such
Stockholder has the power to direct decisions relating to voting (whether
owned at the date hereof or acquired hereafter) (collectively, the "Voting
Shares") (i) in favor of the Transaction and (ii) in the manner directed by
Holdings on any other matter which may be presented to the Company's
stockholders that Holdings believes would support its ability to consummate
the Transaction and (b) not to exercise appraisal or dissenters' rights with
respect to any of such Voting Shares. Additionally, the Stockholder covenants
and agrees that the Stockholder will not, during the term of this Agreement,
deposit any of such Stockholder's Voting Shares in any voting trust, or enter
into any voting agreement with respect to any of such Stockholder's Voting
Shares or otherwise encumber the voting interests therein, except as expressly
provided herein, other than the Voting Trust as contemplated by Section 1.2
hereof,
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without the prior written consent of Holdings. Holdings may request the
Company to refuse to recognize any vote, proxy or consent that is inconsistent
with this Agreement.
4.3 Cooperation with Holdings. The Stockholder will cooperate fully with
Holdings in connection with the Transaction and will file any necessary forms
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended
(the "HSR Act") that may be required. Moreover, the Stockholder agrees that
such Stockholder will not, directly or indirectly, (a) solicit any inquiries
or proposals from, or enter into or continue any discussions, negotiations or
agreements relating to a merger, consolidation or business combination of the
Company with, or acquisition of its voting securities by, or a direct or
indirect acquisition or disposition of a significant amount of assets other
than in the ordinary course of business of the Company from or to, any person
or entity other than Holdings or (b) vote such Stockholder's Voting Shares in
favor of or consent to any such proposal or transaction.
4.4 Voting Trust Agreement; Stockholders' Agreement. The Stockholder
covenants that, on or prior to Closing, such Stockholder will execute the
signature pages of the Voting Trust Agreement and the Stockholders' Agreement,
deliver such signature pages to Holdings and thereby become a party to such
agreements.
4.5 Expenses. Holdings agrees to bear all expenses in connection with the
preparation, issuance and delivery of the Voting Trust Certificates and stock
certificates.
4.6 Dividends. The parties hereto agree that nothing in this Agreement shall
restrict the right of the Stockholder to receive cash or stock dividends, or
to receive Class L Shares in a stock split, provided, however, that any
additional Class L Shares so received shall become subject to Article IV of
this Agreement.
ARTICLE V
Conditions to Obligations of the Stockholder
The Stockholder's obligation to deliver the Contributed Shares on or prior
to the Closing is subject to the fulfillment on or prior to the Closing of the
following conditions:
5.1 Representations and Warranties of Holdings. The representations and
warranties of Holdings contained in this Agreement shall be true and correct
when made and at and as of the time of the Closing.
5.2 Performance. Prior to or at the Closing, Holdings shall have performed
and complied with all agreements and conditions contained in this Agreement
which it is required to perform or with which it is required to comply.
5.3 No Orders. As of the Closing, there shall not be outstanding any order
of any court, administrative agency or governmental body which in any way
restrains or prevents the Purchase.
5.4 Xxxx-Xxxxx-Xxxxxx. Any waiting periods under the HSR Act applicable to
the Purchase shall have expired or been terminated.
ARTICLE VI
Conditions to Obligations of Holdings
The obligation of Holdings to deliver Holdings Shares to the Stockholder at
the Closing is subject to the fulfillment on or prior to the Closing (except
for Section 6.5, which condition must be satisfied after the Closing) of the
following conditions:
6.1 Representations and Warranties of the Stockholder. The representations
and warranties of the Stockholder contained in this Agreement shall be true
and correct when made and at and as of the time of the Closing.
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6.2 Performance. Prior to or at the Closing, the Stockholder shall have
performed and complied with all agreements and conditions contained in this
Agreement which such Stockholder is required to perform or with which such
Stockholder is required to comply.
6.3 No Orders. As of the Closing, there shall not be outstanding any order
of any court, administrative agency or governmental body which in any way
restrains or prevents the Purchase or any pending or threatened litigation the
result of which could be to restrain or prevent the Purchase or any other
aspect of the Transaction.
6.4 Execution of Agreements; Deliveries. The Stockholder shall have
delivered to Holdings completed letters of transmittal, the Contributed
Shares, appropriate stock powers, and executed signature pages of each of the
Voting Trust Agreement and the Stockholders' Agreement.
6.5 The Merger. The Merger shall occur within ten business days of the
Closing.
6.6 Xxxx-Xxxxx-Xxxxxx. Any waiting periods under the HSR Act applicable to
the Stockholder's Purchase shall have expired or been terminated.
ARTICLE VII
Miscellaneous Provisions
7.1 Return of Shares; Cancellation. If the Closing shall have occurred, and
for any reason the Merger shall not have occurred within ten business days of
the Closing, Holdings may in its sole discretion elect to treat the Closing as
if it had not occurred, in which case the Holdings Shares issued to the
Stockholder pursuant to this Agreement shall be cancelled, and Holdings shall
promptly return the Contributed Shares to the Stockholder in full.
7.2 Survival of Representations and Warranties. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the Closing and, notwithstanding any
investigation heretofore or hereafter made by the Stockholder or Holdings or
on behalf of the Stockholder or Holdings, shall continue in full force and
effect until the first anniversary of the Closing.
7.3 Specific Performance. The Stockholder and Holdings agree that
irreparable damages would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms, or were
otherwise breached. It is, accordingly, agreed that (a) the parties shall be
entitled to injunctive relief to prevent breaches of the provisions of this
Agreement, and to enforce specifically the terms and provisions hereof, in
addition to any other remedy to which they may be entitled at law or in equity
and (b) if the Stockholder fails to deliver the Contributed Shares, and
regardless of whether Holdings has sought specific performance, Holdings may
elect to close the contribution of Class L Shares with all other Participating
Stockholders and to cause all Class L Shares which Stockholder has failed to
deliver to be exchanged for cash in the Merger.
7.4 Assignment. This Agreement shall not be assignable, except by Holdings
to any of its affiliates or associates, but such assignment shall not relieve
Holdings of any of its obligations hereunder. This Agreement shall apply to
and bind, and inure to the benefit of and be enforceable by, each of the
parties hereto and each of their respective heirs, executors, administrators,
representatives, successors and assigns. Without limiting the foregoing, the
parties intend for the obligations under this Agreement to survive the death
of any party or other person, including the Stockholder, and to be
specifically enforceable against any deceased party's heirs, executors,
administrators, representatives, successors or assigns to the fullest extent
permitted by law (including, without limitation, California Probate Code (S)
9680).
7.5 Notices. All notices given pursuant to this Agreement shall be in
writing and shall be deemed to have been duly given if sent by registered or
certified mail, return receipt requested, by messenger, or by a nationally
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recognized overnight delivery company, to the party or parties to be given
such notice at the address set forth below. Notice to the Stockholder shall be
addressed as set forth on Schedule 1 hereto or in such other manner as the
Stockholder may have communicated in writing to Holdings. Notices to Holdings
shall be addressed to:
LSAI Holding Corp.
c/o Hellman & Xxxxxxxx
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
or to such other address as Holdings may have communicated in writing to the
Stockholder.
7.6 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall together constitute one and the same
instrument. Notwithstanding the foregoing, Xxxxxx X. Xxxx or any other duly
authorized officer of the Company may execute this Agreement by providing an
appropriate facsimile signature, and any counterpart or amendment hereto
containing such facsimile signature shall for all purposes be deemed an
original instrument duly executed by the Company. In the event that such a
facsimile signature is used, Xxxxxx X. Xxxx or such other duly authorized
officer shall execute, in original, a certificate attesting to the entry into
this Agreement or any amendment hereto, which certificate shall list the names
of all of the parties to this Agreement or amendment and shall be filed with
the permanent records of the Company.
7.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. The Stockholder agrees to
submit to personal jurisdiction and to waive any objection as to venue of the
Court of Chancery in the State of Delaware in connection with any action
arising out of or relating to this Agreement. Service of process on the
Stockholder in any action arising out of or relating to this Agreement shall
be effective if served upon such Stockholder by mail in accordance with
Section 7.5.
7.8 Severability. In the event of the invalidity or unenforceability of any
part or provision of this Agreement, such invalidity or unenforceability shall
not affect the validity or enforceability of any other part or provision of
this Agreement.
7.9 Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to the transactions contemplated hereby. This
Agreement may be amended only by an agreement in writing executed by the
parties hereto.
7.10 Termination. This Agreement shall terminate on the earlier of (a)
December 31, 1996, (b) 10 days following written notice to Holdings from the
Stockholder after Holdings makes a formal proposal to the Company which
involves an increase in the price proposed to be paid for Class L Shares or
Class E Shares in the Merger to which the Stockholder has not consented, (c)
the date Holdings gives written notice to the Stockholder that it has
abandoned its intent to seek to acquire all or substantially all of the
outstanding Class L Shares and Class E Shares through the Merger or another
transaction (whether or not at a different price than that designated as the
price for the Merger) and (d) the date (no later than February 26, 1996) on
which, pursuant to Section 4.1(c), the Stockholder elects to reduce the
Purchase Number to zero.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
January 25, 1996.
LSAI Holding Corp.
By:/s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
Stockholder
_____________________________________
(signature)
_____________________________________
(type or print name)
(Must be signed by record holder(s)
exactly as name appears on stock
certificate(s). If signature is by
a trustee, executor, administrator,
guardian, attorney-in-fact,
partner, officer of a corporation
or other person acting in a
fiduciary or representative
capacity, please set forth full
title.)
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SCHEDULE 1
NUMBER OF CLASS L
SHARES HELD OF
RECORD AS OF
NAME OF STOCKHOLDER JANUARY 25, 1996
------------------- -----------------
CHECK THIS BOX IF SEEKING CAPITAL GAINS TREATMENT: [_]
Address for notice to Stockholder:
-------------------------
-------------------------
-------------------------
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SCHEDULE 2
NUMBER OF CLASS L
NAME OF TRANSFEREE SHARES TO BE TRANSFERRED
------------------ ------------------------
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EXHIBIT A
[FORM OF TRANSFEREE LETTER]
LSAI HOLDING CORP.
c/o Hellman & Xxxxxxxx
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx
President
Dear Xx. Xxxx:
The undersigned has been informed that he or she is named as a potential
transferee of shares (the "Designated Shares") of Class L Common Stock
("Class L Shares") of Levi Xxxxxxx Associates Inc. (the "Company") in a Stock
Subscription Agreement dated January 25, 1996 between LSAI Holding Corp.
("Holdings") and , a stockholder of the Company (the "Stock
Subscription Agreement"). The undersigned has received and had the opportunity
to review the Offering Memorandum dated December 20, 1995 of Holdings.
Capitalized terms used but not separately defined herein will have the
meanings specified in the Stock Subscription Agreement.
The undersigned hereby agrees that if the Designated Shares are so
transferred, such that the undersigned becomes the holder of record of such
Designated Shares prior to the Closing, the Designated Shares shall be
considered Contributed Shares, and the undersigned will contribute such
Designated Shares to Holdings at the Closing, in accordance with the terms of
the Stock Subscription Agreement as if the undersigned were a party thereto.
By: _________________________________
Name:
Date: _______________________________
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