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Exhibit 9.2
STOCKHOLDERS AGREEMENT
AGREEMENT dated as of September 29, 2000 among CoreComm
Limited, a Delaware corporation (the "Company"), and each of the Persons listed
on Schedule A hereto (each, a "Stockholder").
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of March 12, 2000 and amended on August 10, 2000 (the "Merger Agreement"), by
and among the Company, MergerCo, a Delaware corporation and a wholly-owned
subsidiary of the Company ("MergerCo"), and Xxxxxxx.xxx, Inc., a Delaware
corporation ("Voyager"), MergerCo is being merged with and into Voyager (the
"Merger") and as a result thereof each share of Voyager's common stock, par
value $.01 per share, issued and outstanding immediately prior to the effective
time of the Merger (the "Effective Time") is being converted into .614 shares
the Company's common stock, par value $.01 per share (the "Common Stock"), as
well as the right to receive cash; and
WHEREAS, it is a condition to the obligation of the Company to
consummate the Merger, that the Company and each of Stockholders enter into this
Agreement; and
WHEREAS, each Stockholder has independently determined that
the Merger is in its best interest and each Stockholder wishes to facilitate the
consummation of the Merger by entering into this Agreement and agreeing to be
bound by the terms hereof;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements, provisions and covenants herein contained, each Stockholder
and the Company hereby agree as follows:
SECTION 1. COVENANTS OF STOCKHOLDERS WITH RESPECT TO VOTING
SECURITIES OF THE COMPANY.
During the term of this Agreement and subject to all of the
provisions hereof, each Stockholder and the Company agree as follows:
1.1 Acquisition of Voting Securities. Each Stockholder shall
not acquire, agree to acquire or offer or propose to acquire, directly or
indirectly, or in conjunction with or through any Person, record or beneficial
ownership of any Voting Securities (as hereinafter defined), except (i) through
the exercise of conversion rights, if any, of Voting Securities; (ii) by way of
stock splits, reclassifications or stock dividends or other distributions or
offerings made on a pro rata basis to holders of Voting Securities or any class
of Voting Securities; (iii) from another Stockholder by bequest (including,
without limitation, through the creation of a trust), gift, will, pledge,
hypothecation or otherwise in accordance with clause (i) of Section 1.6 hereof;
(iv) pursuant to a bequest or similar gift or transfer from a Person who is not
a Stockholder, including, without limitation, through the creation of a trust
for the benefit of a Stockholder; (v) pursuant to a will or the laws of descent
and distribution from a Person who is not a Stockholder; or (vi) pursuant to the
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exercise of stock options or the receipt of other compensation or benefits
involving Voting Securities granted to a Stockholder in such Stockholder's
capacity (if applicable) as an employee of the Company or any subsidiary of the
Company; provided, however, that if, in connection with the transfer of Voting
Securities to a Stockholder pursuant to clauses (iv) and (v) of this Section
1.1, a trust, corporation or other entity is formed for the purpose of holding
Voting Securities for the benefit of a Stockholder (other than solely as an
income beneficiary of a trust), then, as a condition precedent to the receipt by
such Stockholder of any direct or indirect beneficial interest in such Voting
Securities, such trust, corporation or other entity shall agree to be bound by
the terms and conditions of a stockholder agreement having the same or
substantially the same terms and conditions as this Agreement.
If a Stockholder shall acquire, directly or indirectly, record
or beneficial ownership of, or the right to acquire, any Voting Securities in
contravention of this Agreement, then such Stockholder shall promptly notify the
Company, and the Company, in its sole discretion, may either (x) purchase (or
cause its designee(s) to purchase) any or all of such acquired Voting Securities
at a price equal to the price paid by such Stockholder or (y) require such
Stockholder to dispose of, within 30 days from the date on which the Company
requests such Stockholder to do so, only in accordance with the provisions of
Section 1.6 (ii) or (iv), the Voting Securities acquired in violation of this
Section 1.1, provided that any sale may be delayed to avoid a violation of
Section 16(b) of the Exchange Act or any other provisions of the Exchange Act or
Securities Act, including, without limitation, any applicable volume limits
under Rule 144 of the Securities Act, or any successor rules or regulations
permitting sales of unregistered or otherwise restricted securities. Each
Stockholder hereby acknowledges that any acquisition of Voting Securities in
contravention of this Agreement shall constitute a breach of this Agreement and
that the Company's right to purchase or require the disposition of Voting
Securities pursuant to this Section 1.1 shall not be exclusive and shall be in
addition to any other rights and remedies the Company may have in connection
with a breach of this Agreement.
For the purposes of this Agreement, "Voting Securities" means
all securities of the Company, or any successor to the Company, entitling the
holder thereof to vote as a stockholder for any purpose or under any
circumstance or any securities convertible into or exchangeable for under any
circumstance such securities or any rights, warrants or options to acquire
(through purchase, exchange, conversion or otherwise) any such securities under
any circumstance.
1.2 Voting of Voting Securities. Each Stockholder shall vote
or direct the vote of all Shares of Voting Securities that are (a) acquired
pursuant to the Merger, (b) acquired by a Stockholder pursuant to Section 1.1,
(c) held in trusts, corporations or other entities formed as contemplated by
Section 1.6 or (d) otherwise hereinafter acquired, with respect to which such
Stockholder has the legal capacity to vote or to direct the vote of such Voting
Securities, on each matter submitted to a vote of the stockholders of the
Company, (x) in the same proportion as the votes cast by all holders of Voting
Securities
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other than the Stockholders and any affiliates and associates of the Company,
with respect to such matter, or, (y) in the event of a proposed change of
control transaction for the Company, in the manner recommended to the
stockholders by the Board of Directors of the Company provided that the Board of
Directors, prior to such recommendation, shall have received an opinion from a
nationally recognized investment banking firm to the effect that the transaction
or the consideration to be received by the unaffiliated holders of the Common
Stock is fair from a financial point of view to such stockholders; provided,
further, that in the absence of such opinion such Voting Securities shall be
voted as provided in clause (x) of this Section 1.2.
Each Stockholder shall take such action as may be required so
that all Voting Securities with respect to which such Stockholder has the legal
capacity to vote or to direct the vote of such Voting Securities as provided for
herein shall be present in person or by proxy at all duly noticed and convened
meetings of holders of Voting Securities for the purpose of determining the
presence of a quorum at such meetings.
1.3 No Voting Trusts. No Stockholder shall, directly or
indirectly, deposit any Voting Securities in a voting trust or in any other
manner, except pursuant to this Agreement, subject any Voting Securities to any
arrangement or agreement with respect to the voting thereof.
1.4 No Election Contests. No Stockholder shall, directly or
indirectly, solicit proxies or become a "participant" in a "solicitation" in
opposition to the recommendation of the Company's Board of Directors with
respect to any matter, including, without limitation, any "election contest"
relating to the election of directors of the Company (as such terms are defined
in Regulation 14A under the Exchange Act) or initiate, propose or otherwise
solicit stockholders of the Company for the approval of one or more stockholder
proposals at any time, or induce or attempt to induce any other person to
initiate any stockholder proposal; provided, however, that each Stockholder
shall vote any Voting Securities directly or indirectly beneficially owned by
such Stockholder in any "election contest" in accordance with the provisions of
the first paragraph of Section 1.2 hereof.
1.5 No Syndications. No Stockholder shall, directly or
indirectly, join or encourage the formation of a partnership, limited
partnership, syndicate or other "group," or otherwise act in concert with any
other Person (except as contemplated by Section 1.2 hereof) for the purpose of
affecting or influencing control of the Company or acquiring, holding, or
disposing of Voting Securities.
1.6 Disposition of Voting Securities. No Stockholder shall,
directly or indirectly, offer, sell, assign, pledge, encumber or otherwise
dispose of or transfer in any manner any Voting Securities (or enter into
agreements or understandings with respect to the foregoing), if after such
disposition, the Person holding such Voting Securities would own 5% or more of
any class or Series of the Company's Voting Securities (or Voting Securities
which are convertible into or exercisable for shares which, after giving effect
to
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such exercise or conversion, would represent 5% or more of any class of the
Company's Voting Securities). Any offer, sale, assignment, pledge, encumbrance
or other disposition or transfer of Voting Securities not otherwise prohibited
by this Agreement shall only be effected, to the extent otherwise legally
permissible, in the following manners: (i) pursuant to a bona fide public
offering of Voting Securities (which may include a secondary distribution
effected through the facilities of any national securities exchange on which the
Voting Securities are listed); provided, however, that in case of any such
proposed public offering, each Stockholder selling pursuant to such offering
(the "Selling Stockholder") will use his/her/its best efforts (and will instruct
the managing underwriter of any such public offering or broker-dealer to or
through which such public offering is being made to use its best efforts) to
achieve a sufficiently broad public distribution of the securities being offered
(in light of the number of securities being offered), with the intention that no
person or related group of persons should purchase in such public offering
Voting Securities representing 5% or more of the securities being offered; (ii)
pursuant to an unsolicited open market sale or sales during any three-month
period involving, in the aggregate, Voting Securities representing not more than
1% of the Total Voting Power, as defined in Section 5.4, (in accordance with the
requirements as to the manner of sale set forth in Rules 144(f), 144(g) and 145
and (g) of the Securities Act or any successor rules or regulations permitting
sales of unregistered or otherwise restricted securities, whether or not such
sale is subject to Rule 144, Rule 145 or such successor rules or regulations) on
any national securities exchange on which the Voting Securities are listed;
(iii) pursuant to a tender offer made by the Company or any subsidiary of the
Company or made by a third person to the stockholders of the Company as to which
the Company's Board of Directors has recommended to the stockholders of the
Company; (iv) pursuant to a privately-negotiated transaction with a Person who
is not a Stockholder; provided, that in no case shall any such sale, transfer or
other disposition under this clause (iv) be made to such Person if, immediately
after such transaction, such Person (based upon the written representation of
such Person, which as a condition precedent to such sale, transfer or other
disposition shall be delivered to such Stockholder and to the Company prior to
the consummation of such transaction), together with its affiliates and
associates would be the direct or indirect beneficial or record owner of Voting
Securities (when added to the Voting Securities (if any) already beneficially
owned by such Person and its affiliates and associates) representing in excess
of 5% of the Total Voting Power; (v) pursuant to a will or the laws of descent
and distribution; provided, that the estate of a Stockholder shall be bound by
the terms and conditions of this Agreement and if, immediately after any
distribution out of such estate, any distributee, together with such
distributee's affiliates and associates would (other than solely as an income
beneficiary of a trust) be the direct or indirect beneficial or record owner of,
or have the right to acquire, Voting Securities (when added to the Voting
Securities (if any) already owned by such distributee and his/her affiliates and
associates representing in excess of 5% of the Total Voting Power, then such
distributee shall, as a condition precedent to receiving such shares of Voting
Securities, agree to be bound by the terms and conditions of a stockholder
agreement having the same terms and conditions as this Agreement; (vi) pursuant
to a bequest or similar gift or transfer to any Person who is not a Stockholder
or; provided that if, immediately after delivery of a bequest or similar gift or
transfer, including, but not limited
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to, through the creation of a trust, the recipient, together with such
recipient's affiliates and associates (including, as the case may be, the
Stockholder making such transfer), would (other than solely as an income
beneficiary of a trust) be the direct or indirect beneficial or record owner of,
or have the right to acquire, Voting Securities (when added to the Voting
Securities (if any) already owned by such recipient and its affiliates and
associates (including, as the case may be, the Stockholder making such
transfer)) representing in excess of 5% of the Total Voting Power, then such
recipient shall, as a condition precedent to receiving such shares of Voting
Securities, agree to be bound by the terms and conditions of a stockholder
agreement having the same terms and conditions as this Agreement; or (vii) as a
result of any pledge or hypothecation to a bona fide financial institution to
secure a bona fide loan, guaranty or other financial accommodation or as a
result of any foreclosure with respect thereto; provided, however, that in
connection with any transfer by a Stockholder of Voting Securities pursuant to
clauses (v) or (vi) of this Section 1.6 to a trust, corporation or other entity
and a Stockholder retains the authority, as trustee or otherwise, to vote,
acquire or dispose of, or to direct the voting, acquisition or disposition of,
Voting Securities to be held by such trust or other entity, then as a condition
precedent to the transfer of such shares of Voting Securities to such trust or
other entity, such Stockholder shall cause such trust or other entity to be
bound by the terms and conditions of a stockholder agreement having the same or
substantially the same terms and conditions as this Agreement.
Notwithstanding anything to the contrary contained herein, a
Stockholder shall not dispose of or otherwise transfer any Voting Securities in
violation of the provisions of Section 5 of the Securities Act.
1.7 No Solicitation. No Stockholder shall propose, solicit or
participate in any fashion, in any transaction relating to an acquisition of, a
business combination or similar transaction with, or a change of control of, the
Company or make or solicit or encourage any Person to make a tender offer for
Voting Securities.
1.8 Legend on Voting Securities. Each Stockholder agrees that
each certificate representing its Voting Securities shall bear the following
legend, which will remain thereon as long as such Voting Securities are subject
to the restrictions contained in this Agreement:
The shares represented by this certificate are
subject to the provisions of a Stockholder Agreement dated as
of September __, 2000, among the Company and certain
Stockholders, and may not be sold or transferred except in
accordance therewith. Copies of said Agreement are on file at
the offices of the Secretary of the Company.
The Company may enter a stop transfer order with the transfer agent (or agents)
and the registrar (or registrars) of the Voting Securities against the transfer
of legended Voting Securities held by a Stockholder except in compliance with
the requirements of this Agreement. The Company agrees to remove promptly any
stop transfer order with
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respect to, and issue promptly either legended (if the Voting Securities remain
subject to the restrictions of this Agreement) or unlegended certificates in
substitution for, certificates for any such Voting Securities that are no longer
subject to or are to be transferred in compliance with the restrictions
contained in this Agreement. Without limiting the generality of the foregoing,
the Company shall promptly remove any stop transfer order in effect with respect
to such certificates, upon the delivery to the Company of an opinion of counsel
to a Stockholder, in form and substance reasonably satisfactory to the Company,
that legended certificates representing Voting Securities are no longer subject
to this Agreement or that such Voting Securities are being transferred in
compliance with the provisions of Sections 1.6, and shall promptly issue
unlegended certificates in substitution for such legended certificates, except
if such legended certificates are being transferred pursuant to Section 1.6 to a
transferee who shall be bound by the terms and conditions of a Stockholder
Agreement, in which event the Company may issue legended certificates.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
2.1 Representations and Warranties of the Stockholders. Each
Stockholder represents and warrants to the Company as follows:
(i) At the Effective Time, such Stockholder will be
the record and beneficial owner of the Shares of Common Stock set forth beside
its name on Schedule A hereto (such Stockholder's Shares") and will be the
lawful owner of such Shares, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind, other than this
Agreement. Such Stockholder has full legal power, authority and right to vote
all of such Stockholder's Shares in the manner required by this Agreement
without the consent or approval of, or any other action on the part of, any
other person or entity.
(ii) The execution, delivery and performance by such
Stockholder of this Agreement has been approved by all necessary action on the
part of such Stockholder.
(iii) This Agreement has been duly executed and
delivered by such Stockholder and constitutes the valid and binding agreement of
such Stockholder, enforceable against the Stockholder in accordance with its
terms.
(iv) The execution, delivery and performance of this
Agreement by such Stockholder does not violate or breach, and will not give rise
to any violation or breach of, any law, contract, instrument, arrangement or
agreement by which such Stockholder is, or any of such Stockholder's Shares are,
bound.
(v) The execution, delivery and performance of this
Agreement by such Stockholder does not create or give rise to any right in any
other Person or entity
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(other than the Company) with respect to such Stockholder's Shares or any other
Voting Securities.
2.2 Representations and Warranties of the Company. The Company
represents and warrants to each Stockholder as follows:
(i) The execution, delivery and performance by the
Company of this Agreement has been approved by all necessary corporate action on
the part of the Company.
(ii) This Agreement has been duly executed and
delivered by a duly authorized officer of the Company and constitutes a valid
and binding agreement of the Company, enforceable against The Company in
accordance with its terms.
(iii) The execution and delivery of this Agreement by
the Company does not violate or breach, and will not give rise to any violation
or breach of, the charter or bylaws of the Company, or, except as will not
materially impair its ability to effectuate, carry out or comply with all of the
terms of this Agreement, any law, contract, instrument, arrangement or agreement
by which the Company is bound.
2.3 No Indirect Conduct. No Stockholder shall engage in any
conduct or take any action through any agent or any entity acting in concert
with such Stockholder that the Stockholder has hereby agreed not to engage in or
take.
SECTION 3. COVENANTS OF THE COMPANY.
3.1 Registration Rights. During the term and subject to all of
the provisions hereof (including, without limitation Section 1.6(vi)), the
Company agrees to provide registration rights to each Stockholder on the terms
and subject to the provisions set forth in Registration Rights Agreement
attached as Appendix I hereto.
3.2 Access to Management. The Company agrees that so long as a
Stockholder continues to hold 7.5% or more of any class of Voting Securities,
the Company shall provide such Stockholder with an opportunity on a regularly
scheduled basis to review with senior management of the Company, significant
issues facing the Company; provided, however, that such Stockholder shall agree
(i) to maintain the confidentiality of any non-public information disclosed to
such Stockholder in any such session, and (ii) if necessary, refrain from
engaging in any transaction involving the Company's securities (or any other
securities) while in possession of any material non-public information about the
Company disclosed to such Stockholder by the Company in the course of the
Company's complying with the provisions of this Section 3.2.
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SECTION 4. TERM OF AGREEMENT.
The term of this Agreement shall commence at the Effective
Time and shall terminate with respect to any given Stockholder (but only such
Stockholder) when such Stockholder ceases to hold at least 7.5% of the issued
and outstanding shares of Common Stock (as adjusted for any stock splits, stock
dividends, combinations, recapitalizations, reclassifications or other similar
event) unless the transaction or transactions which resulted in such Stockholder
ceasing to hold at least 7.5% of any Common Stock or Voting Securities shall
have violated the terms of this Agreement. For purposes hereof, ownership of
Common Stock or Voting Securities shall include record ownership of such
securities as well as beneficial ownership thereof within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended.
SECTION 5. MISCELLANEOUS.
5.1 Specific Performance. The Company and each Stockholder
acknowledge and agree that irreparable damage 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 the
Company or a Stockholder, as the case may be, shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically, the terms and provisions hereof in any court of the United
States or any state thereof having jurisdiction, in addition to any other remedy
to which it may be entitled at law or equity.
5.2 The Term "Company." The term "Company" shall be deemed to
include any successor to the Company by way of merger, consolidation, sale of
assets or otherwise, except as the context otherwise requires, it being the
intention hereof that this Agreement shall continue to be binding on each
Stockholder notwithstanding such merger, consolidation, sale of assets or other
succession, unless the provisions of Section 4.2 of this Agreement shall
otherwise provide.
5.3 The Terms "Affiliate," Associate," "Beneficial Owner"
"Entity," and "Person." As used herein, the term "affiliate" shall have the
meaning set forth in Rule 12b-2 under the Exchange Act; the term "beneficial
owner" (which shall include "beneficially owned" or other similar phrasing as
used herein) shall have the meaning set forth in Section 13(d)(3) of the
Securities Act; the term "associate" shall mean (1) a corporation or
organization (other than the Company or a subsidiary of the Company) of which
such Person (as defined herein) is an officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of equity
securities, (2) any trust or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as trustee or in a similar
capacity, and (3) any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person; and the term "Person" shall mean
any individual, partnership, corporation, joint venture, association,
unincorporated organization, trust, government or agency thereof, or any other
entity.
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5.4 The Term "Total Voting Power." The term "Total Voting
Power," as used in this Agreement, shall mean the aggregate voting power of all
Voting Securities outstanding at the time of any determination which at such
time have ordinary voting power to vote in the election of directors of the
Company. In determining Total Voting Power for purposes of this Agreement, the
Stockholder may conclusively rely on the most recent reports filed by the
Company with the SEC in which the number of Voting Securities outstanding is set
forth or from which Total Voting Power can reasonably be derived, it being
understood that each Stockholder shall not be considered to be in breach of this
Agreement if he/she has acted in good faith on the basis of a determination of
Total Voting Power as contemplated herein.
5.5 Notices. All notices, requests and other communications to
any person named hereunder shall be in writing (including wire, telex or similar
writing) and shall be given to such person at its address set forth below or
such address or telex number as such person may hereafter specify for the
purpose by notice to the other person:
If to the Company:
CoreComm Limited
000 Xxxx 00xx Xxxxxx
00 Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Facsimile: 212-757-3990
If to any Stockholder, to the most current address of such
Stockholder provided by such Stockholder to the Company in
writing.
Each such notice, request or other communication shall be effective (a) if given
by facsimile, when such facsimile is transmitted to the facsimile number
specified in this subsection and the appropriate answer back is received or (b)
if given by any other means, when actually received at the address specified in
this subsection, provided that a notice given other than during normal business
hours on a business day at the place of receipt shall not be effective until the
opening of business on the next business day.
5.6 Governing Law and Jurisdiction. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
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APPLICABLE TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE. THE
UNDERSIGNED HEREBY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURTS
LOCATED WITHIN THE STATE OF DELAWARE, COUNTY OF NEW CASTLE, AND WAIVES ANY RIGHT
TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING RELATING HERETO.
5.7 Amendments. This Agreement may be amended, modified or
supplemented only by written agreement of each Stockholder and the Company.
5.8 Waiver. Any failure of any party to comply with any
obligation, covenant, agreement or condition herein may be waived by the party
entitled to the benefit of such obligation, covenant, agreement or condition
only by a written instrument signed by such party, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other non-compliance. Wherever this Agreement requires or permits
consent by or on behalf of any party hereto, such consent shall be given in
writing in a manner consistent with the requirements for a waiver of compliance
as set forth in this Section 5.8.
5.9 Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, including, without
limitation, (i) any person who acquires any interest, beneficial or otherwise,
in Voting Securities by will or pursuant to the laws of descent and distribution
and (ii) any successor trust.
5.10 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.11 Entire Agreement. This Agreement, including the
appendices referred to herein, embodies the entire agreement and understanding
of the parties hereto in respect of the subject matter contained herein. There
are no restrictions, promises, representations, warranties, covenants or
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.
5.12 Severability. If any provision of this Agreement shall be
deemed or declared to be unenforceable, invalid or void, the same shall not
impair any of the other provisions of this Agreement.
5.13 Other Rights and Privileges. Except as otherwise
specifically set forth in this Agreement, each Stockholder shall have and enjoy
all rights and privileges otherwise permitted stockholders of the Company under
applicable law.
IN WITNESS WHEREOF, each Stockholder and the Company have duly executed
this Agreement as of day and year first above written.
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CORECOMM LIMITED
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
STOCKHOLDER:
MEDIA/COMMUNICATIONS
PARTNERS II LIMITED PARTNERSHIP
By: M/XX XX Limited Partnership,
its general partners
By: M/XX XX General Partner-H, Inc.,
a general partner
By: /s/ Xxxx X. Xxxxx
_____________________________________
Name: Xxxx X. Xxxxx
Title: President
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Schedule A
LIST OF STOCKHOLDERS
Media/Communication Partners II Limited Partnership
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