EXHIBIT (c)(2)
AMENDED AND RESTATED STOCK OPTION AGREEMENT
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AMENDED AND RESTATED STOCK OPTION AGREEMENT, dated as of November 2, 1996,
by and between ECKERD CORPORATION, a Delaware corporation ("Eckerd"), and X. X.
XXXXXX COMPANY, INC., a Delaware corporation ("Parent").
WHEREAS, concurrently with the execution and delivery of this Agreement,
Eckerd, Parent and Omega Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Sub"), are entering into an Amended and
Restated Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides that, among other things, upon the terms and subject
to the conditions thereof, Sub will be merged with Eckerd (the "Merger"); and
WHEREAS, as a condition to Parent's and Sub's willingness to enter into the
Merger Agreement, Parent has requested that Eckerd agree, and in order to induce
Parent to enter into the Merger Agreement, Eckerd has so agreed, to grant to
Parent an option with respect to certain shares of Eckerd's common stock on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and in the Merger Agreement and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. Eckerd hereby grants Parent an irrevocable option
(the "Stock Option") to purchase up to 10,554,786 shares of common stock, $.01
par value per share, of Eckerd (the "Eckerd Common Stock"), or such other number
of shares of Eckerd Common Stock as equals 15% of the issued and outstanding
shares of Eckerd Common Stock at the time of exercise of the Stock Option, in
the manner set forth below, at a price of $35 per share (the "Exercise Price"),
payable in cash in accordance with Section 4 hereof. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Merger
Agreement.
2. EXERCISE OF OPTION. The Stock Option may be exercised by Parent, in
whole or in part, at any time or from time to time (a) after the Merger
Agreement is terminated pursuant to Section 9.1(a)(vi) or (vii) (a "Trigger
Event") or (b) at any time after the Acceptance Date and prior to the Effective
Date.
In the event Parent wishes to exercise the Stock Option, Parent shall
deliver to Eckerd a written notice (an "Exercise Notice") specifying the total
number of shares of Eckerd Common Stock it wishes to purchase. Each closing of
a purchase of shares of Eckerd Common Stock (a "Closing") shall occur at a
place, on a date and at a time designated by
Parent in an Exercise Notice delivered at least two business days prior to the
date of the Closing.
(a) The Stock Option shall terminate upon the earlier of: (i) the
Effective Time; (ii) the termination of the Merger Agreement pursuant to Section
9.1 thereof, other than a termination as a result of the occurrence of a Trigger
Event; or (ii) 120 days following any termination of the Merger Agreement as the
result of the occurrence of a Trigger Event (or if, at the expiration of such
120 day period the Stock Option cannot be exercised by reason of any applicable
judgment, decree, order, law or regulation, or because the applicable waiting
period under the HSR Act has not expired or been terminated, 10 business days
after such impediment to exercise shall have been removed or shall have become
final and not subject to appeal, but in no event under this clause (ii) later
than 210 days after the date of termination of the Merger Agreement).
(b) Notwithstanding the foregoing, the Stock Option may not be
exercised if Parent or, in the case of the Merger Agreement, Parent or Sub, is
in material breach of any of their respective representations, warranties,
covenants or agreements contained in this Agreement or in the Merger Agreement.
3. CONDITIONS TO CLOSING. The obligation of Eckerd to issue shares of
Eckerd Common Stock to Parent hereunder is subject to the conditions (which,
other than the conditions described in clauses (i) and (ii) below, may be waived
by Eckerd in its sole discretion) that (i) all waiting periods, if any, under
the HSR Act applicable to the issuance of shares of Eckerd Common Stock
hereunder shall have expired or have been terminated, and all consents,
approvals, orders or authorizations of, or registrations, declarations or
filings with, any federal administrative agency or commission or other federal
governmental authority or instrumentality, if any, required in connection with
the issuance of shares of Eckerd Common Stock hereunder shall have been obtained
or made, as the case may be; (ii) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect; and (iii) such shares shall have
been approved for listing on the NYSE upon official notice of issuance.
4. CLOSING. At any Closing, (a) Eckerd will deliver to Parent a single
certificate in definitive form representing the number of shares of Eckerd
Common Stock designated by Parent in its Exercise Notice, such certificate to be
registered in the name of Parent, Sub or such other affiliate of Parent as
Parent shall designate in the Exercise Notice and shall bear the legend set
forth in Section 10, and (b) Parent will deliver to Eckerd the aggregate
Exercise Price for the shares of Eckerd Common Stock so designated and being
purchased at such Closing by wire transfer of immediately available funds.
5. REPRESENTATIONS AND WARRANTIES OF ECKERD. Eckerd represents and
warrants to Parent that (a) Eckerd is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter
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into this Agreement and to carry out its obligations hereunder, (b) the
execution and delivery of this Agreement by Eckerd and the consummation by
Eckerd of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Eckerd and no other corporate
proceedings on the part of Eckerd are necessary to authorize this Agreement or
any of the transactions contemplated hereby, (c) this Agreement has been duly
executed and delivered by Eckerd and constitutes a valid and binding obligation
of Eckerd, and, assuming this Agreement constitutes a valid and binding
obligation of Parent, is enforceable against Eckerd in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles, (d) Eckerd has taken all
necessary corporate action to authorize and reserve for issuance and to permit
it to issue, upon exercise of the Stock Option, and at all times from the date
hereof through the expiration of the Stock Option will have so reserved,
10,554,286 unissued shares of Eckerd Common Stock, all of which, upon their
issuance and delivery in accordance with the terms of this Agreement, will be
validly issued, fully paid and nonassessable, (e) upon delivery of such shares
of Eckerd Common Stock to Parent upon exercise of the Stock Option, Parent will
acquire valid title to all of such shares, free and clear of any and all Liens
of any nature whatsoever, (f) the execution and delivery of this Agreement by
Eckerd does not, and the performance of this Agreement by Eckerd will not (1)
violate the certificate of incorporation or by-laws of Eckerd, (2) conflict with
or violate any statute, rule, regulation, order, judgment or decree applicable
to Eckerd or by which it or any of its assets or properties is bound or
affected, or (3) result in any breach or violation of or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give rise to any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any Lien on any of the property or
assets of Eckerd pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, or other instrument or obligation to which Eckerd or
any of its Subsidiaries is a party or by which Eckerd or any of its assets or
properties is bound or affected (except, in the case of clauses (2) or (3)
above, for violations, breaches or defaults which would not, individually or in
the aggregate, have a Material Adverse Effect on Eckerd), and (g) the execution
and delivery of this Agreement by Eckerd does not, and the performance of this
Agreement by Eckerd will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental or regulatory
authority except for pre-merger notification requirements of the HSR Act.
6. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and
warrants to Eckerd that (a) Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder, (b) the execution and delivery of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary to
authorize this Agreement or any of the transactions contemplated hereby, (c)
this Agreement has been
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duly executed and delivered by Parent and constitutes a valid and binding
obligation of Parent, and, assuming this Agreement constitutes a valid and
binding obligation of Eckerd, is enforceable against Parent in accordance with
its terms subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles, (d) the
execution and delivery of this Agreement by Parent does not, and the performance
of this Agreement by Parent will not (1) violate the certificate of
incorporation or by-laws of Parent, (2) conflict with or violate any statute,
rule, regulation, order, judgment or decree applicable to Parent or by which it
or any of its properties or assets is bound or affected or (3) result in any
breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give rise to any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any of the property or assets of Parent pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, or other
instrument or obligation to which Parent is a party or by which Parent or any of
its properties or assets is bound or affected (except, in the case of clauses
(2) and (3) above, for violations, breaches, or defaults which would not,
individually or in the aggregate, have a Material Adverse Effect on Parent), (e)
the execution and delivery of this Agreement by Parent does not, and the
performance of this Agreement by Parent will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority, except for pre-merger notification requirements of the
HSR Act and (f) any shares of Eckerd Common Stock acquired upon exercise of the
Stock Option will be, and the Stock Option is being, acquired by Parent for its
own account and not with a view to the public distribution or resale thereof in
any manner which would be in violation of applicable United States securities
laws.
7. CERTAIN REPURCHASES. (a) Parent Put. At the request of Parent at any
time during which the Stock Option is exercisable pursuant to Section 2 (the
"Repurchase Period"), Eckerd (or any successor entity thereof) shall repurchase
from Parent the Stock Option, or any portion thereof, for a price equal to the
amount by which the "Market/Tender Offer Price" for shares of Eckerd Common
Stock as of the date Parent gives notice of its intent to exercise its rights
under this Section 7 (defined as the higher of (A) the highest price per share
paid as of such date pursuant to any tender or exchange offer or other
Acquisition Proposal or (B) the average of the closing sale prices of shares of
Eckerd Common Stock on the NYSE for the ten trading days immediately preceding
such date) exceeds the Exercise Price, multiplied by the number of shares of
Eckerd Common Stock purchasable pursuant to the Stock Option (or portion thereof
with respect to which Parent is exercising its rights under this Section 7)).
(b) Payment and Redelivery of Stock Option or Shares. In the event
Parent exercises its rights under this Section 7, Eckerd shall, within 10
business days thereafter, pay the required amount to Parent in immediately
available funds and Parent shall surrender to Eckerd the Stock Option, and
Parent shall warrant that it owns the Stock Option free and clear of all Liens
of any kind or nature whatsoever.
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8. REGISTRATION RIGHTS. In the event that Parent shall desire to sell any
of the shares of Xxxxxx Common Stock purchased pursuant to the Stock Option
within 3 years after such purchase, and such sale requires in the opinion of
counsel to Parent, which opinion shall be reasonable satisfactory to Xxxxxx and
its counsel, registration of such shares under the Securities Act of 1933,
Parent may, by written notice (the "Registration Notice") to Eckerd (the
"Registrant"), request the Registrant to register under the Securities Act all
or any part of the shares purchased pursuant to the Stock Option ("Restricted
Shares") beneficially owned by Parent (the "Registrable Securities") pursuant to
a bona fide firm commitment underwritten public offering in which the Parent and
the underwriters shall effect as wide a distribution of such Registrable
Securities as is reasonably practicable and shall use their best efforts to
prevent any person (including any Group) and its affiliates from purchasing
through such offering Restricted Shares representing more than 2% of the
outstanding shares of common stock of the Registrant on a fully diluted basis (a
"Permitted Offering"). The Registration Notice shall include a certificate
executed by the Parent and its proposed managing underwriter, which underwriter
shall be an investment banking firm of nationally recognized standing reasonably
acceptable to Xxxxxx (the "Manager"), stating that (i) they have a good faith
intention to commence promptly a Permitted Offering and (ii) the Manager in good
faith believes that, based on the then prevailing market conditions, it will be
able to sell the Registrable Securities at a per share price to be specified in
such Registration Notice (the "Fair Market Value"). The Registrant (and/or any
person designated by the Registrant) shall thereupon have the option exercisable
by written notice delivered to the Parent within 10 business days after the
receipt of the Registration Notice, irrevocably to agree to purchase all or any
part of the Registrable Securities for cash at a price (the "Option Price")
equal to the product of (i) the number of Registrable Securities and (ii) the
Fair Market Value of such Registrable Securities. Any such purchase of
Registrable Securities by the Registrant hereunder shall take place at a closing
to be held at the principal executive offices of the Registrant or its counsel
at any reasonable date and time designated by the Registrant and its designee in
such notice within 20 business days after delivery of such notice. Any payment
for the shares to be purchased shall be made by delivery at the time of such
closing of the Option Price in immediately available funds.
If the Registrant does not elect to exercise its option pursuant to
this Section 8 with respect to all Registrable Securities designated in the
Registration Notice, it shall use its best efforts to effect, as promptly as
practicable, the registration under the Securities Act of the unpurchased
Registrable Securities; provided, however, that (i) Parent shall not be entitled
to more than an aggregate of two effective registration statements hereunder and
(ii) the Registrant will not be required to file any such registration statement
during any period of time (not to exceed 90 days after such request in the case
of clause (B) below or 120 days in the case of clauses (A) and (C) below) when
(A) the Registrant is in possession of material non-public information which it
reasonably believes would be detrimental to be disclosed at such time and, in
the judgment of the Board of Directors of the Registrant, such information would
have to be disclosed if a registration statement were filed at that time; (B)
the Registrant is required under the Securities Act to include audited financial
statements for any
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period in such registration statement and such financial statements are not yet
available for inclusion in such registration statement; or (C) the Registrant
determines, in its reasonable judgment, that such registration would interfere
with any financing, acquisition or other material transaction involving the
Registrant or any of its affiliates. If consummation of the sale of any
Registrable Securities pursuant to a registration hereunder does not occur
within 120 days after the filing with the SEC of the initial registration
statement with respect thereto, the provisions of this Section 8 shall again be
applicable to any proposed registration; provided, however, that Parent shall
not be entitled to request more than two registrations pursuant to this Section
8 in any 12 month period. The Registrant shall use its best efforts to cause
all Registrable Securities registered pursuant to this Section 8 to be qualified
for sale under the securities or blue-sky laws of such jurisdictions as Parent
may reasonably request and shall continue such registration or qualification in
effect in such jurisdiction; provided, however, that the Registrant shall not be
required to qualify to do business in, or consent to general service of process
in, any jurisdiction by reason of this provision.
The registration rights set forth in this Section 8 are subject to the
condition that Parent shall provide the Registrant with such information with
respect to Parent's Registrable Securities, the plans for the distribution
thereof, and such other information with respect to Parent as, in the reasonable
judgment of counsel for the Registrant, is necessary to enable the Registrant to
include in such registration statement all material facts required to be
disclosed with respect to a registration thereunder.
A registration effected under this Section 8 shall be effected at the
Registrant's expense, except for underwriting discounts and commissions and the
fees and the expenses of counsel to Parent, and the Registrant shall provide to
the underwriters such documentation (including certificates, opinions of counsel
and "comfort" letters from auditors) as are customary in connection with
underwritten public offerings as such underwriters may reasonably require. In
connection with any such registration, the parties agree (i) to indemnify each
other and the underwriters in the customary manner and (ii) to enter into an
underwriting agreement in form and substance customary to transactions of this
type with the Manager and the other underwriters participating in such offering.
9. PROFIT LIMITATION. (a) Notwithstanding any other provision of this
Agreement, in no event shall Parent's Total Profit (as hereinafter defined)
exceed $20 million and, if it otherwise would exceed such amount Parent, at its
sole election, shall either (i) deliver to Eckerd for cancellation Shares
previously purchased by Parent, (ii) pay cash or other consideration to Eckerd
or (iii) undertake any combination thereof, so that Parent's Total Profit shall
not exceed $20 million after taking into account the foregoing actions.
(b) Notwithstanding any other provision of this Agreement, this Stock
Option may not be exercised for a number of Shares as would, as of the date of
the Exercise Notice, result in a Notional Total Profit (as defined below) of
more than $20 million, and, if exercise
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of the Stock Option otherwise would exceed such amount, Parent, at its
discretion, may increase the Price for that number of Shares set forth in the
Exercise Notice so that the Notional Total Profit shall not exceed $20 million;
provided, that nothing in this sentence shall restrict any exercise of the Stock
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Option permitted hereby on any subsequent date at the Price set forth in Section
1 hereof.
(c) As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount received by Parent
pursuant to Eckerd's repurchase of the Stock Option pursuant to Section 7
hereof, and (ii) (x) the net cash amounts received by Parent pursuant to the
sale of Restricted Shares (or any other securities into which such shares are
converted or exchanged) to any unaffiliated party, less (y) Parent's purchase
price for such Shares.
(d) As used herein, the term "Notional Total Profit" with respect to
any number of Restricted Shares as to which Parent may propose to exercise this
Stock Option shall be the Total Profit determined as of the date of the Exercise
Notice assuming that this Stock Option were exercised on such date for such
number of Restricted Shares and assuming that such Restricted Shares, together
with all other Restricted Shares held by Parent and its affiliates as of such
date, were sold for cash at the closing market price for Xxxxxx Common Stock as
of the close of business on the preceding trading day (less customary brokerage
commissions).
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any change
in Eckerd Common Stock by reason of stock dividends, stock splits, mergers
(other than the Merger), recapitalizations, combinations, exchange of shares or
the like, the type and number of shares or securities subject to the Stock
Option, and the Exercise Price per share, shall be adjusted appropriately.
11. RESTRICTIVE LEGENDS. Each certificate representing shares of Eckerd
Common Stock issued to Parent hereunder shall initially be endorsed with a
legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. SUCH
SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE STOCK OPTION AGREEMENT, DATED NOVEMBER 2, 1996, A COPY OF
WHICH MAY BE OBTAINED FROM THE ISSUER HEREOF.
12. BINDING EFFECT; NO ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
and permitted
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assigns. Except as expressly provided in this Agreement, neither this Agreement
nor the rights or the obligations of either party hereto are assignable, except
by operation of law, or with the written consent of the other party. Nothing
contained in this Agreement, express or implied, is intended to confer upon any
person other than the parties hereto and their respective permitted assigns any
rights or remedies of any nature whatsoever by reason of this Agreement. Any
Restricted Shares sold by a party in compliance with the provisions of Section 8
shall, upon consummation of such sale, be free of the restrictions imposed with
respect to such shares by this Agreement. In no event will any transferee of
any Restricted Shares be entitled to the rights of Parent hereunder.
Certificates representing shares sold in a registered public offering pursuant
to Section 8 shall not be required to bear the legend set forth in Section 11.
13. SPECIFIC PERFORMANCE. The parties recognize and agree that if for any
reason any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached, immediate and irreparable
harm or injury would be caused for which money damages would not be an adequate
remedy. Accordingly, each party agrees that, in addition to other remedies, the
other party shall be entitled to an injunction restraining any violation or
threatened violation of the provisions of this Agreement. In the event that any
action should be brought in equity to enforce the provisions of the Agreement,
neither party will allege, and each party hereby waives the defense, that there
is an adequate remedy at law.
14. ENTIRE AGREEMENT. This Agreement and the Merger Agreement (together
with the other documents and instruments referred to in the Merger Agreement,
and the exhibits and disclosure schedules thereto) constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all other prior agreements and understandings, both written and oral,
among the parties or any of them with respect to the subject matter hereof.
15. FURTHER ASSURANCES. Each party will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
16. NO REMEDY IN CERTAIN CIRCUMSTANCES. Each party agrees that, should
any court or other competent authority hold any provision of this Agreement or
part hereof to be null, void or unenforceable, or order any party to take any
action inconsistent herewith or not to take an action consistent herewith or
required hereby, the validity, legality and enforceability of the remaining
provisions and obligations contained or set forth herein shall not in any way be
affected or impaired thereby, unless the foregoing inconsistent action or the
failure to take an action constitutes a material breach of this Agreement or
makes the Agreement impossible to perform in which case this Agreement shall
terminate. Except as otherwise contemplated by this Agreement, to the extent
that a party hereto took an action inconsistent herewith or failed to take
action consistent herewith or required hereby pursuant
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to an order or judgment of a court or other competent authority, such party
shall incur no liability or obligation unless such party did not in good faith
seek to resist or object to the imposition or entering of such order or
judgment.
17. NOTICES. Any notice or communication required or permitted hereunder
shall be in writing and either delivered personally, telegraphed or telecopied
or sent by certified or registered mail, postage prepaid, and shall be deemed to
be given, dated and received when so delivered personally, telegraphed or
telecopied (answerback received) or, if mailed, five business days after the
date of mailing, to the following address or telecopy number, or to such other
address or addresses as such person may subsequently designate by notice given
hereunder:
(a) if to Parent, to:
X.X. Xxxxxx Company, Inc.
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
with a copy (which shall
not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Block, Esq.
(b) if to Eckerd, to:
Eckerd Corporation
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Attention: President and Chief Executive Officer
Telecopy: (000) 000-0000
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with a copy (which shall
not constitute notice) to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx, Xx.
Xxxxx X'Xxxxx
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such state.
19. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
20. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same instrument.
21. EXPENSES. Except as otherwise expressly provided herein or in the
Merger Agreement, all costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses.
22. AMENDMENTS; WAIVER. This Agreement may be amended by the parties
hereto and the terms and conditions hereof may be waived only by an instrument
in writing signed on behalf of each of the parties hereto, or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
ECKERD CORPORATION
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President and Chief Executive Officer
X.X. XXXXXX COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxxx
Title: Vice Chairman and Chief Executive Officer
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