Exhibit 4.14
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This Amended and Restated Shareholders Agreement is entered into as of
July 31, 2002 by and among Rayovac Corporation, a Wisconsin corporation (the
"Company"), Xxxxxx X. Xxx Equity Fund III, L.P., Xxxxxx X. Xxx Foreign Fund III,
L.P. and Xxxxxx X. Xxx Investors Limited Partnership (collectively, the "Xxx
Group Shareholders") and those persons listed as Management Shareholders on the
signature pages hereof (the "Management Shareholders"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Original Shareholders Agreement referred to below.
WHEREAS, the Company, the Xxx Group Shareholders and the Management
Shareholders are parties to the Shareholders Agreement, dated as of September
12, 1996, as amended (the "Original Shareholders Agreement");
WHEREAS, the parties hereto desire to amend and restate the Original
Shareholders Agreement in its entirety to modify the rights and obligations of
the parties thereunder;
WHEREAS, pursuant to Section 4.2 of the Original Shareholders
Agreement, the Shareholders Agreement may be amended by a written instrument
duly executed by a majority in interest of the Shareholders and, if the Xxx
Group Shareholders, the Management Shareholders or the Non-Management
Shareholders are adversely affected by such amendment, by a majority in interest
of each such adversely affected group; and
WHEREAS, the signatories hereto represent holders of the requisite
interest to effect the amendment and restatement of the Original Shareholders
Agreement provided for hereby.
NOW, THEREFORE, in consideration of the foregoing, the Original
Shareholders Agreement is hereby amended and restated to read in its entirety as
follows:
ARTICLE I
DEFINITIONS
For the purposes of this Amended and Restated Shareholders Agreement,
the following terms shall be defined as follows:
1933 ACT. The "1933 Act" shall mean the Securities Act of 1933, as
amended.
COMMON STOCK. "Common Stock" shall mean the Company's common stock,
$.01 par value, that the Company may be authorized to issue from time to time,
any other securities of the Company into which such Common Stock may hereafter
be
changed or for which such Common Stock may be exchanged after giving effect to
the terms of such change or exchange (by way of reorganization,
recapitalization, merger, consolidation or otherwise) and shall also include any
common stock of the Company hereafter authorized and any capital stock of the
Company of any other class hereafter authorized which is not preferred as to
dividends or distribution of assets in liquidation over any other class of
capital stock of the Company and which has ordinary voting power for the
election of directors of the Company.
REGISTRABLE SECURITIES. "Registrable Securities" shall mean (a) all
shares of Common Stock held by the Xxx Group Shareholders prior to the close of
trading on the New York Stock Exchange on the date immediately preceding the
date hereof and (b) securities of the Company issued in exchange for, upon
reclassification of, or as a distribution in respect of, the Common Stock
referred to in (a). As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (a) a registration statement with
respect to the sale of such securities shall have become effective under the
1933 Act and such securities shall have been disposed of in accordance with such
registration statement, (b) such securities shall have been sold pursuant to
Rule 144 under the 1933 Act or (c) such securities shall have ceased to be
outstanding.
SEC. "SEC" shall mean the United States Securities and Exchange
Commission.
ARTICLE II
REGISTRATION RIGHTS
Section 2.1 GENERAL. For purposes of this Article II the terms
"register", "registered" and "registration" refer to a registration effected by
preparing and filing a registration statement in compliance with the 1933 Act;
and the declaration or ordering of effectiveness of such registration statement.
Section 2.2 DEMAND REGISTRATION. (a) If the Company shall receive a
written request (specifying that it is being made pursuant to this Section 2.2)
from the Xxx Group Shareholders that the Company file a registration statement
under the 1933 Act, or a similar document pursuant to any other statute then in
effect corresponding to the 1933 Act, covering the registration of Common Stock,
then the Company shall, not later than ninety (90) days after receipt by the
Company of a written request for a demand registration pursuant to this Section
2.2, file a registration statement with the SEC relating to such Registrable
Securities as to which such request for a demand registration relates (the
"Requested Shares"), and the Company shall use its best efforts to cause the
offering of such Requested Shares to be registered under the 1933 Act. The
Company shall be obligated to effect only one (1) registration of Registrable
Securities pursuant to this Section 2.2.
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(b) If, pursuant to Section 2.2, the total amount of securities that
the Xxx Group Shareholders and all other holders of securities which have
applicable registration rights request to be included in an offering made
pursuant to this Section 2.2 exceeds the amount of securities that the
underwriters reasonably believe compatible with the success of the offering,
then the Company will include in such registration only the number of securities
which, in the good faith opinion of such underwriters, can be sold, selected
from the securities requested to be included by the Xxx Group Shareholders and
such other holders pro rata based on the number of securities which each of them
owns.
Section 2.3 PIGGYBACK REGISTRATION. If, at any time, the Company
determines to register for its own account or for the account of others any of
its equity securities (including securities convertible into equity securities,
but excluding equity securities being registered pursuant to a registration
statement on Form S-8 and equity securities issued in connection with mezzanine
debt or senior bank financing of the Company or equity securities issued upon
conversion or exchange thereof) under the 1933 Act in connection with the public
offering of such securities, the Company shall, at such time, promptly give the
Xxx Group Shareholders written notice of such determination no later than ten
(10) days before the effective date of any such registration. Upon the written
request of any Xxx Group Shareholder received by the Company within five (5)
days after the giving of any such notice by the Company, the Company shall use
its best efforts to cause to be registered under the 1933 Act all of the
Registrable Securities that such Xxx Group Shareholder has requested be
registered. Subject to the foregoing, if the total amount of securities that are
to be included by the Company (or other person for whose account the
registration is made) for its own account, at the request of Xxx Group
Shareholders pursuant to this Section 2.3 and on behalf of all other
shareholders who or which have applicable registration rights or who or which
are otherwise participating in the registration exceeds the amount of securities
that the underwriters reasonably believe compatible with the success of the
offering, then the Company will include in such registration only the number of
securities which in the opinion of such underwriters can be sold, selected from
the securities requested to be included by the Xxx Group Shareholders and all
such other shareholders pro rata based on the number of securities (including
for any shareholder participating in such registration who is an employee or
director of the Company, securities underlying outstanding options granted to
such shareholder to the extent exercisable) which each of them owns. The Company
shall be required to include Registrable Securities held by the Xxx Group
Shareholders in only one (1) registration under this Section 2.3.
Section 2.4 OBLIGATIONS OF THE COMPANY.
(a) When required under Section 2.2 or 2.3 hereof to use its best
efforts to effect the registration of any Registrable Securities, the Company
shall:
(1) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become and remain effective,
including, without limitation, filing of post-effective amendments and
supplements to any registration statement
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or prospectus necessary to keep the registration statement current;
provided, however, that if such registration statement does not become
effective, then any demand registration pursuant to Section 2.2
prompting such undertaking by the Company shall be deemed to be
rescinded and retracted and shall not be counted as, or deemed or
considered to be or to have been, a demand registration pursuant to
Section 2.2 for any purpose;
(2) as expeditiously as reasonably possible, prepare and file
with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the 1933
Act with respect to the disposition of all Registrable Securities
covered by such registration statement and to keep the registration
effective (and in compliance with the 1933 Act) by such actions as may
be necessary or appropriate for a period of up to 180 days (if, in the
reasonable discretion of the Xxx Group Shareholders selling Registrable
Securities covered by such registration statement, such period of time
is necessary for the successful completion of the offering of such
Registrable Securities) after the effective date of such registration
statement, all as requested by such Xxx Group Shareholders;
(3) as expeditiously as reasonably possible, furnish to the
Xxx Group Shareholders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements
of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable
Securities owned by them;
(4) as expeditiously as reasonably possible, use its best
efforts to register and qualify the Registrable Securities covered by
such registration statement under the securities or "blue sky" laws of
such jurisdictions as shall be reasonably appropriate for the
distribution of the Registrable Securities covered by the registration
statement, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction, and further provided that (anything in this Amended and
Restated Shareholders Agreement to the contrary notwithstanding with
respect to the bearing of expenses) if any jurisdiction in which the
Registrable Securities shall be qualified shall require that expenses
incurred in connection with the qualification of the Registrable
Securities in that jurisdiction be borne by selling shareholders, then
such expenses shall be payable by the selling shareholders pro rata to
the extent required by such jurisdiction;
(5) use its best efforts to cause all Registrable Securities
covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the
disposition of such Registrable Securities;
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(6) notify each seller of Registrable Securities covered by
such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the 1933 Act, upon discovery
that, or upon the happening of any event as a result of which, the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under
which they were made, and at the request of any such seller promptly
prepare to furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made;
(7) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings
statement covering a period of at least twelve (12) months, but not
more than eighteen (18) months, beginning with the first full calendar
month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
1933 Act, and will furnish to each such seller at least two (2)
business days prior to the filing thereof a copy of any post-effective
amendment or supplement to such registration statement or prospectus
and shall not file any thereof to which any such seller shall have
reasonably objected, except to the extent required by law, on the
grounds that such amendment or supplement does not comply in all
material respects with the requirements of the 1933 Act or of the rules
or regulations thereunder;
(8) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of
such registration statement; and
(9) use its best efforts to list all Registrable Securities
covered by such registration statement on any securities exchange on
which the Common Stock is then listed.
(b) The Company will furnish to each Xxx Group Shareholder on whose
behalf Registrable Securities have been registered pursuant to this Amended and
Restated Shareholders Agreement a signed counterpart, addressed to such Xxx
Group Shareholder, of an opinion of counsel for the Company dated the effective
date of such registration statement, and such opinion of counsel shall cover
those matters which are customarily covered in opinions of issuer's counsel
delivered to underwriters in connection with underwritten public offerings of
securities.
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(c) In connection with the preparation and filing of a registration
statement registering Registrable Securities under this Amended and Restated
Shareholders Agreement, the Company will give the Xxx Group Shareholders on
whose behalf such Registrable Securities are to be so registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the SEC, and each amendment
thereof or supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of the Company
with its officers, its counsel and the independent public accountants who have
certified its financial statements, as shall be necessary, in the opinion of
such Xxx Group Shareholder or such underwriters or their respective counsel, in
order to conduct a reasonable and diligent investigation within the meaning of
the 1933 Act.
Section 2.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Article II
that the Xxx Group Shareholders shall furnish to the Company such information
regarding them, the Registrable Securities held by them, and the intended method
of disposition of such Registrable Securities as the Company shall reasonably
request and as shall be required in connection with the action to be taken by
the Company.
Section 2.6 EXPENSES OF REGISTRATION. All expenses incurred in
connection with a registration pursuant to Section 2.2 or 2.3 hereof (excluding
underwriters' discounts and commissions, which shall be borne by the sellers),
including without limitation all registration and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel for the selling Xxx Group
Shareholders shall be borne by the Company.
Section 2.7 UNDERWRITING REQUIREMENTS. In connection with a
registration of Registrable Securities under this Amended and Restated
Shareholders Agreement, the Company will, if requested by the underwriters for
any Registrable Securities included in such registration, enter into an
underwriting agreement with such underwriters for such offering, such agreement
to contain such representations and warranties by the Company, and such other
terms and provisions as are customarily contained in underwriting agreements
with respect to secondary distributions, including, without limitation,
provisions relating to indemnification and contribution. The Xxx Group
Shareholders on whose behalf Registrable Securities are to be distributed by
such underwriters shall be parties to any such underwriting agreement, and the
representations and warranties by the Company and the other agreements on the
part of the Company to and for the benefit of such underwriters shall be also
made to and for the benefit of such Xxx Group Shareholders. The Company shall
use its reasonable best efforts to cause the underwriting agreement to comply
with Section 2.8. Such underwriters shall be selected by (i) the Company, in the
case of a registration pursuant to Section 2.3 or (ii) by the Xxx Group
Shareholders requesting a demand registration, in the case of a registration
pursuant to Section 2.2.
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Section 2.8 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Article II:
(a) To the fullest extent permitted by law, the Company will indemnify
and hold harmless each Xxx Group Shareholder requesting or joining in a
registration, any other shareholder joining in a registration, any underwriter
(as defined in the 0000 Xxx) for it, and each person, if any, who controls such
Xxx Group Shareholder, such other shareholder or such underwriter within the
meaning of the 1933 Act, from and against any losses, claims, damages, expenses
(including reasonable attorneys' fees and expenses and reasonable costs of
investigation) or liabilities, joint or several, to which they or any of them
may become subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages, expenses or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based on any
untrue or alleged untrue statement of any material fact contained in such
registration statement including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or arise out of any alleged violation by the Company of any rule or
regulation promulgated under the 1933 Act applicable to the Company and relating
to action or inaction required of the Company in connection with any such
registration; provided, however, that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable to anyone for any such loss claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue
statement or omission made in connection with such registration statement,
preliminary prospectus, final prospectus or amendments or supplements thereto in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Xxx Group Shareholder, other
shareholder, underwriter or control person. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Xxx Group Shareholder, other shareholder, underwriter or control person and
shall survive the transfer of such securities by such Xxx Group Shareholder.
(b) To the fullest extent permitted by law, each Xxx Group Shareholder
requesting or joining in a registration will indemnify and hold harmless the
Company, as the case may be, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the 1933 Act, each agent and any underwriter for the
Company and any person who controls any such agent or underwriter and each other
shareholder selling shares under the registration statement and any person who
controls such other shareholder within the meaning of the 1933 Act against any
losses, claims, damages or liabilities to which the Company or any such
director, officer, control person, agent, underwriter, or other shareholder may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based
upon an untrue statement of any material fact contained in such registration
statement, including
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any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or omission was made
in such registration statement, preliminary or final prospectus, or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished by such Xxx Group Shareholder with respect to such Xxx
Group Shareholder expressly for use in connection with such registration; and
such Xxx Group Shareholder will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, control person, agent,
underwriter, or other shareholder in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity obligation of each such Xxx Group Shareholder hereunder shall be
limited to and shall not exceed the proceeds actually received by such Xxx Group
Shareholder upon a sale of Registrable Securities pursuant to a registration
statement hereunder; and provided, further, that the indemnity agreement
contained in this Section 2.8(b) shall not apply to amounts paid in settlements
effected without the consent of such Xxx Group Shareholder (which consent shall
not be unreasonably withheld). Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company or
any such director, officer, other shareholder, underwriter or control person and
shall survive the transfer of such securities by such Xxx Group Shareholder.
(c) Any person seeking indemnification under this Section 2.8 will (i)
give prompt notice to the indemnifying party of any claim with respect to which
it seeks indemnification (but the failure to give such notice will not affect
the right to indemnification hereunder, unless the indemnifying party is
materially prejudiced by such failure) and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest may exist between such
indemnified and indemnifying parties with respect to such claim, permit such
indemnifying party, and other indemnifying parties similarly situated, jointly
to assume the defense of such claim with counsel reasonably satisfactory to the
parties. In the event that the indemnifying parties cannot mutually agree as to
the selection of counsel, each indemnifying party may retain separate counsel to
act on its behalf and at its expense. The indemnified party shall in all events
be entitled to participate in such defense at its expense through its own
counsel. If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the reasonable fees and expenses of such additional counsel.
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(d) If for any reason the foregoing indemnification is unavailable to
any party or insufficient to hold it harmless as and to the extent contemplated
by the preceding paragraphs of this Section 2.8, then each indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage, expense or liability in such proportion as
is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the applicable indemnified party, as the case may be, on the other
hand, and also the relative fault of the Company and any applicable indemnified
party, as the case may be, as well as any other relevant equitable
considerations.
Section 2.9 LOCK-UP AGREEMENT. If required by the underwriter, each Xxx
Group Shareholder agrees not to sell or otherwise transfer or dispose of any
Common Stock (or other securities) of the Company held by such Xxx Group
Shareholder (other than Registrable Securities included in the applicable
registration statement or shares purchased in the public market after the
effective date of registration) or any interest or future interest therein
during such period (not to exceed 180 days) as is acceptable to the underwriter
following the effective date of the registration statement of the Company filed
under the 1933 Act which includes securities to be sold to the public in an
underwritten offering. The Company may impose stop transfer instructions with
respect to the shares of Common Stock (or other securities) subject to the
foregoing restriction until the end of said period.
Section 2.10 NO INCONSISTENT AGREEMENTS. The Company agrees that it has
not entered into, and it will not hereafter enter into, any agreement with
respect to the registration of its securities that is inconsistent with (or
superior to) the registration rights granted to the Xxx Group Shareholders
pursuant to this Amended and Restated Shareholders Agreement.
ARTICLE III
MISCELLANEOUS
Section 3.1 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Amended and
Restated Shareholders Agreement sets forth the entire understanding of the
parties and supersedes all prior agreements and all other arrangements and
communications, whether oral or written, with respect to the subject matter
hereof, including, without limitation, the Original Shareholders Agreement,
which shall cease to be of any further force or effect. This Amended and
Restated Shareholders Agreement may not be amended except by an instrument in
writing signed by the Company and a majority in interest of the Xxx Group
Shareholders. Notwithstanding any provisions to the contrary contained herein,
any party may waive any rights with respect to which such party is entitled to
the benefits under this Amended and Restated Shareholders Agreement. No waiver
of or consent to any departure from any provision of this Amended and Restated
Shareholders Agreement shall be effective unless signed in writing by the party
entitled to the benefit thereof.
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Section 3.2 SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Amended and Restated Shareholders Agreement shall
not affect the other provisions hereof, and this Amended and Restated
Shareholders Agreement shall be construed in all respects as if the invalid or
unenforceable provision were omitted.
Section 3.3 NOTICES. All notices and other communications necessary or
contemplated under this Amended and Restated Shareholders Agreement shall be in
writing and shall be delivered in the manner specified herein or, in the absence
of such specification, shall be deemed to have been duly given three (3)
business days after mailing by certified mail, when delivered by hand, upon
confirmation of receipt by telecopy, or one (1) day after sending by overnight
delivery service, to the respective addresses of the parties set forth below:
(a) for notices and communications to the Company:
Rayovac Corporation
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Attn: President
Facsimile No.: (000) 000-0000
(b) for notices and communications to the Xxx Group Shareholders, to:
Xxxxxx X. Xxx Partners, L.P.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
By notice complying with the foregoing provisions of this Section 3.3, each
party shall have the right to change the mailing address for future notices and
communications to such party.
Section 3.4 BINDING EFFECT; ASSIGNMENT. This Amended and Restated
Shareholders Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective successors and assigns; provided,
however, that the rights and obligations under this Amended and Restated
Shareholders Agreement may not be assigned except as expressly provided herein,
it being understood that the Company's rights and obligations hereunder may be
assigned by the Company to any corporation which is the surviving entity in a
merger, consolidation or like event involving the Company.
Section 3.5 GOVERNING LAW. This Agreement shall be governed by the laws
of the Commonwealth of Massachusetts (regardless of the laws that might
otherwise govern under applicable Massachusetts principles of conflicts of law)
as to all matters,
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including but not limited to matters of validity, construction, effect,
performance and remedies.
Section 3.6 TERMINATION. This Amended and Restated Shareholders
Agreement shall terminate and shall have no further force or effect at such time
as the Xxx Group Shareholders cease to own in the aggregate at least 10% of the
outstanding Common Stock on a fully diluted basis.
Section 3.7 ACTION NECESSARY TO EFFECTUATE THE AGREEMENT. The parties
hereto agree to take or cause to be taken all such corporate and other action as
may be necessary to effect the intent and purposes of this Amended and Restated
Shareholders Agreement.
Section 3.8 PURCHASE FOR INVESTMENT; LEGEND ON CERTIFICATE. Each of the
Xxx Group Shareholders acknowledges that all of the Registrable Securities held
by such Xxx Group Shareholder have been acquired for investment and not with a
view to the distribution thereof and that no transfer of Registrable Securities
may be made except in compliance with applicable federal and state securities
laws. Each of the certificates representing Registrable Securities which are
held by the Xxx Group Shareholders shall bear all legends required by federal
and state securities laws.
Section 3.9 COUNTERPARTS. This Amended and Restated Shareholders
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, and all signatures need not appear on any one counterpart.
Section 3.10 HEADINGS. All headings and captions in this Amended and
Restated Shareholders Agreement are for purposes of reference only and shall not
be construed to limit or affect the substance of this Amended and Restated
Shareholders Agreement.
Section 3.11 NUMBER; GENDER. When the context so requires, the singular
shall include the plural and the plural shall include the singular and the
gender of any pronoun shall include the other gender.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Shareholders Agreement as of the date first written above.
RAYOVAC CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
XXX GROUP SHAREHOLDERS:
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III, as General
Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
XXXXXX X. XXX FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III, as General
Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
XXXXXX X. XXX INVESTORS LIMITED
PARTNERSHIP
By: THL Investment Management Corp., as
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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MANAGEMENT SHAREHOLDERS:
/s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx
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