EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 13,
2004, by and among CRAFTS RETAIL HOLDING CORP., a Delaware corporation
("Parent"), CRAFTS RETAIL ACQUISITION CORP., a Delaware corporation and
wholly-owned subsidiary of Parent ("Sub"), Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx,
the Xxxxx & Xxxxxxx Xxxxxxxxxx Charitable Foundation, Inc., Xxxx Xxxxxxx, Xxxx
Xxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx (each, a "Stockholder" and
collectively, the "Stockholders") and RAG SHOPS, INC., a Delaware corporation
(the "Company"). Capitalized terms used but not defined herein have the meanings
assigned to them in the Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement") among Parent, Sub and the Company.
WHEREAS, concurrently herewith, Parent, Sub, and the Company are entering
into the Merger Agreement pursuant to which Sub will merge with and into the
Company (the "Merger"), upon the terms and subject to the conditions in the
Merger Agreement; and
WHEREAS, as of the date hereof, each Stockholder "beneficially owns" (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act) and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) the number of shares of the Company's common stock, par
value $0.01 per share (the "Common Stock"), set forth opposite such
Stockholder's name on Schedule I hereto ("Schedule I Shares"); and
WHEREAS, as a condition to the willingness of Parent and Sub to enter into
the Merger Agreement and to effectuate the Merger, Parent has required that each
Stockholder agree and, in order to induce Parent and Sub to enter into the
Merger Agreement, each Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties, covenants and agreements
set forth herein, the parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby represents and warrants as to himself, herself or
itself as applicable, severally and not jointly, to Parent, Sub and the Company
as follows:
1.1 Organization; Good Standing. If such Stockholder is an entity, such
Stockholder is duly organized and validly existing and in good standing under
the laws of its jurisdiction of organization.
1.2 Authority; Noncontravention. If such Stockholder is an entity, such
Stockholder has the requisite power (corporate or other) and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated by this Agreement. If such Stockholder is an individual, such
Stockholder has the requisite capacity to execute and deliver this Agreement and
to consummate the transactions contemplated by this Agreement. If such
Stockholder is an entity, the execution and delivery of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions
contemplated by this Agreement have been duly authorized by all necessary action
(corporate or other) on the part of such Stockholder and no other proceedings
(corporate or other) on the part of such Stockholder are necessary to approve
this Agreement or to consummate the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered by such Stockholder and,
assuming the due authorization, execution and delivery by the Company, Parent
and Sub, constitutes a valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject to:
(a) applicable bankruptcy, insolvency, fraudulent transfer and conveyance,
moratorium, reorganization, receivership and similar laws relating to or
affecting the enforcement of the rights and remedies of creditors generally; (b)
principles of equity which may limit the availability of remedies (regardless of
whether considered and applied in a proceeding in equity or at law); and (c) an
implied covenant of good faith and fair dealing. The execution and delivery of
this Agreement by such Stockholder and the consummation of the transactions
contemplated hereby and compliance by such Stockholder with the provisions
hereof do not and will not conflict with, or result in any violation or breach
of, or default (with or without notice or lapse of time, or both) under, or give
rise to a right of, or result in, termination, cancellation or acceleration of
any obligation under, or result in the creation of any Lien in or upon any of
the properties or assets of such Stockholder under, any provision of: (a) if
such Stockholder is an entity, the certificate of incorporation or bylaws (or
similar organizational documents) of such Stockholder; (b) any Contract to which
such Stockholder is a party or any of their respective properties or assets is
subject; or (c) any (i) statute, law, ordinance, rule or regulation or (ii)
judgment, order or decree, in each case, applicable to such Stockholder or any
of such Stockholder's properties or assets. Except for the filing of a Schedule
13D (or amendment thereto) or a Form 4 or 5 by such Stockholder, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity or other individual, corporation, limited
liability company, partnership, association, trust, unincorporated organization,
other entity or group (each a "person") is required by or with respect to such
Stockholder in connection with the execution and delivery of this Agreement by
such Stockholder or the consummation by such Stockholder of the transactions
contemplated hereby or compliance with the provisions hereof.
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1.3 Ownership. Column (a) on Schedule I sets forth, opposite such
Stockholder's name, the number of shares over which such Stockholder has sole
record and beneficial ownership as of the date hereof. Without duplication of
the shares of Common Stock described in column (a) on Schedule I, column (b) on
Schedule I sets forth, opposite such Stockholder's name, the number of shares of
Common Stock issuable upon exercise, exchange or conversion of securities that
are exercisable or exchangeable for, or convertible into, Common Stock, over
which such Stockholder has sole record and beneficial ownership as of the date
hereof. Except as set forth on Schedule I, as of the date hereof, such
Stockholder has the sole power to vote (or cause to be voted) and the sole power
to dispose of (or to direct the disposition of) the shares of Common Stock
referred to in the prior two sentences (as to the shares set forth in column
(b), upon exercise, exchange or conversion thereof). Except as set forth on such
Schedule I, neither such Stockholder nor any affiliate (as hereafter defined) of
such Stockholder owns or holds any right to acquire or dispose of any additional
shares of any class of capital stock of the Company or other securities of the
Company or any interest therein or any voting rights with respect to any
securities of the Company. "affiliate" means, with respect to any specified
person, any person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified. For purposes of this Agreement, with respect to each
Stockholder, the term "affiliate" shall not include the Company and the persons
that directly, or indirectly through one or more intermediaries, are controlled
by the Company.
1.4 Decision to Sell. Such Stockholder is capable of evaluating the merits
and risks of such Stockholder's decision to sell securities of the Company
hereunder and make an informed decision with respect thereto by reason of: (a)
such Stockholder's business and financial experience, and the business and
financial experience of those retained by such Stockholder to advise it with
respect to its investment in the securities of the Company being sold hereunder;
and (b) the access to such information as such Stockholder or such advisors have
requested.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB
Parent and Sub hereby represent and warrant, jointly and severally, to the
Company and the Stockholders as follows:
2.1 Organization; Good Standing. Parent and Sub are duly organized and
validly existing and in good standing under the laws of the State of Delaware.
2.2 Authority; Noncontravention. Parent and Sub have the requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated by this Agreement. The execution and
delivery of this Agreement by Parent and Sub and the consummation by Parent and
Sub of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action on the part of Parent and Sub and no other
corporate proceedings on the part of Parent or and Sub are necessary to approve
this Agreement or to consummate the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered by Parent and Sub and,
assuming the due authorization, execution and delivery by the Company and each
Stockholder, constitutes a valid and binding obligation of Parent and Sub,
enforceable against Parent and Sub in accordance with its terms subject to: (a)
applicable bankruptcy, insolvency, fraudulent transfer and conveyance,
moratorium, reorganization, receivership and similar laws relating to or
affecting the enforcement of the rights and remedies of creditors generally; (b)
principles of equity which may limit the availability of remedies (regardless of
whether considered and applied in a proceeding in equity or at law); and (c) an
implied covenant of good faith and fair dealing. The execution and delivery of
this Agreement by Parent and Sub and the consummation of the transactions
contemplated hereby and compliance by Parent and Sub with the provisions hereof
do not and will not conflict with, or result in any violation or breach of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of, or result in, termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or result in the creation of
any Lien in or upon any of the properties or assets of Parent or Sub under, or
give rise to any increased, additional, accelerated or guaranteed rights or
entitlements under, any provision of: (a) the certificate of incorporation or
bylaws of Parent or Sub; (b) any Contract to which Parent or Sub is a party or
any of their respective properties or assets is subject; or (c) any (i) statute,
law, ordinance, rule or regulation or (ii) judgment, order or decree, in each
case, applicable to Parent or Sub or any of their respective properties or
assets. Except for the filing of a Schedule 13D (or amendment thereto) or a Form
3 by Parent and Sub, no consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or other
person is required by or with respect to Parent or Sub in connection with the
execution and delivery of this Agreement by Parent or Sub or the consummation by
Parent or Sub of the transactions contemplated hereby or compliance with the
provisions hereof.
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2.3 Accredited Investor. Sub is an "accredited investor," as defined in
Rule 501 of Regulation D under the Securities Act of 1933 and is capable of
evaluating the merits and risks of an investment in the Company and making an
informed investment decision with respect thereto.
2.4 Investment Intent. Sub acknowledges that the Schedule I Shares it will
receive hereunder have not been registered under the Securities Act or any
applicable state securities laws and, therefore, cannot be sold unless
subsequently registered under such Securities Act and such applicable state
securities laws or an exemption from such registration is available. Sub is
acquiring such stock for his own account and not with a view to their
distribution within the meaning of Section 2(11) of the Securities Act.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Parent, Sub and the
Stockholders as follows:
3.1 Organization; Good Standing. The Company is duly organized and validly
existing and in good standing under the laws of the State of Delaware.
3.2 Authority; Noncontravention. The Company has the requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate action on the part of the Company and no other corporate proceedings
on the part of the Company are necessary to approve this Agreement or to
consummate the transactions contemplated by this Agreement, subject. This
Agreement has been duly executed and delivered by the Company and, assuming the
due authorization, execution and delivery by each Stockholder, Parent and Sub,
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms subject to: (a) applicable bankruptcy,
insolvency, fraudulent transfer and conveyance, moratorium, reorganization,
receivership and similar laws relating to or affecting the enforcement of the
rights and remedies of creditors generally; (b) principles of equity which may
limit the availability of remedies (regardless of whether considered and applied
in a proceeding in equity or at law); and (c) an implied covenant of good faith
and fair dealing. The execution and delivery of this Agreement by the Company
and the consummation of the transactions contemplated hereby and compliance by
the Company with the provisions hereof do not and will not conflict with, or
result in any violation or breach of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of, or result in,
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or result in the creation of any Lien in or upon any of
the properties or assets of the Company under, or give rise to any increased,
additional, accelerated or guaranteed rights or entitlements under, any
provision of: (a) the certificate of incorporation or bylaws of the Company; (b)
any Contract to which the Company is a party or any of its properties or assets
is subject; or (c) subject to the consents and other matters referred to in the
exception at the end of the following sentence, any (i) statute, law, ordinance,
rule or regulation or (ii) judgment, order or decree, in each case, applicable
to Parent or Sub or any of their respective properties or assets, other than, in
the case of clauses (b) and (c), any such conflicts, violations, breaches,
defaults, rights, results, losses, Liens or entitlements that individually or in
the aggregate could not reasonably be expected to have a material adverse effect
on the Company. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or other
person is required by or with respect to the Company in connection with the
execution and delivery of this Agreement by the Company or the consummation by
the Company of the transactions contemplated hereby or compliance with the
provisions hereof, except for such consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to be obtained or
made individually or in the aggregate could not reasonably be expected to have a
material adverse effect on the Company.
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ARTICLE IV
SALE OF SCHEDULE I SHARES
Concurrently herewith, each Stockholder is selling, assigning,
transferring, setting aside and delivering to Sub, and Sub is purchasing and
acquiring from such Stockholder the number of shares of Common Stock set forth
next to such Stockholder's name in column (a) of Schedule I hereto by delivering
to Sub one or more certificates representing such shares, together with one or
more stock powers (with appropriate signature guarantees) duly endorsed in
blank; provided, however, that Xxxx Xxxx is delivering her shares by giving an
irrevocable instruction to transfer her share through DTC (delivery of such
shares to an account specified by Sub is being guaranteed by Xxxxxxx Xxxxx & Co.
Inc.). The purchase price for such shares is $4.30 per share. Accordingly,
concurrently herewith, Sub is delivering to each Stockholder the total purchase
price set forth next to such Stockholder's name on Schedule I hereto by wire
transfer to an account set forth in writing by such Stockholder not less than
two business days prior to the date hereof. ARTICLE V
STANDSTILL; AGREEMENT TO TENDER
5.1 Standstill. Each Stockholder agrees that, during the period commencing
on the date hereof and ending on the earlier of (x) two years after the
termination of the Merger Agreement in accordance with its terms and (y)
consummation of the Merger, such Stockholder will not, and will not permit any
of its affiliates or agents to, directly or indirectly, in any manner, acquire,
agree or offer to acquire, or assist, aid, abet or act in concert with any
person to acquire any securities or assets of the Company or any of its
subsidiaries (except, if applicable, for shares acquired upon the exercise of
options listed in column (b) of Schedule I hereto, which such shares shall be
subject to Section 4.2).
5.2 Agreement to Tender. With respect to any shares of Common Stock listed
in column (b) of Schedule I (or options to purchase such shares) that are not
cancelled pursuant to the terms of the Merger Agreement, each Stockholder hereby
agrees to validly tender or cause to be validly tendered, pursuant to and in
accordance with the terms of the Offer, all such shares unless the Merger
Agreement shall be validly terminated in accordance with its terms.
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ARTICLE VI
STOCKHOLDER CAPACITY
Anything in this Agreement to the contrary notwithstanding, no person
executing this Agreement who is or becomes during the term hereof a director or
officer of the Company makes any agreement or understanding herein or is
obligated hereunder in his or her capacity as such director or officer. Each
Stockholder signs solely in his or her capacity as the record holder and
beneficial owner (as further set forth on Schedule I hereto) of such
Stockholder's Schedule I Shares, and nothing herein shall limit or affect any
actions taken by any Stockholder in such Stockholder's capacity as an officer or
director of the Company. Accordingly, and by way of non-exhaustive example, if a
Stockholder is a director of the Company, nothing in this Agreement shall
prohibit or otherwise restrict such Stockholder in his or her capacity as a
director to vote (a) for any Adverse Recommendation Change in the Merger
Agreement or (b) to terminate the Merger Agreement pursuant to Section [9].01(f)
of the Merger Agreement and concurrently enter into a binding Acquisition
Agreement containing the terms of a Superior Proposal. ARTICLE VII
INDEMNIFICATION BY THE COMPANY
7.1 Indemnification. Prior to the Effective Time, the Company, and from
and after the Effective Time, the Surviving Corporation, shall (i) indemnify and
hold harmless, as and to the full extent permitted by applicable law, each
Stockholder against any losses, claims, damages, liabilities, costs, expenses
(including reasonable attorneys' fees and expenses), judgments, fines and
amounts paid in settlement in connection with any threatened or actual claim,
action, suit, demand, proceeding or investigation in which a Stockholder is, or
is threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to, the negotiation, execution or
performance of this Agreement or any of the transactions contemplated hereby,
and (ii) in the event of any such threatened or actual claim, action, suit,
demand, proceeding or investigation, promptly pay expenses in advance of the
final disposition of any claim, suit, proceeding or investigation to each
Stockholder, to the fullest extent permitted by applicable law.
7.2 Certain Successors. If the Company (or, after the Effective Time, the
Surviving Corporation) or any of its successors or assigns (i) consolidates with
or merges into any other person and is not the continuing or surviving
corporation or entity of such consolidation or merger or (ii) transfers or
conveys all or substantially all its properties and assets to any person who is
an affiliate of the Company immediately prior to the time of such transfer or
conveyance, then, and in each such case, Parent shall cause proper provision to
be made so that the successor and assign of the Company (or the Surviving
Corporation) assumes the obligations set forth in Section 7.1, and in such event
all references to the Company (or the Surviving Corporation) in this Article VII
shall be deemed a reference to such successor and assign.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Fees and Expenses. Each of the parties shall be responsible for its
own fees and expenses (including, without limitation, the fees and expenses of
financial consultants, investment bankers, accountants and counsel) in
connection with the entering into of this Agreement and the consummation of the
transactions contemplated hereby and by the Merger Agreement.
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8.2 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by telecopier or overnight courier (providing proof
of delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
if to Parent or Sub, to:
c/o Sun Capital Partners, Inc.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx and C. Xxxxx Xxxxx
Telecopier No.: (000) 000-0000
with copies to:
Xxxxxx Xxxxxxx & Xxxx LLP
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopier No.: (000) 000-0000
if to any Stockholder, to the address set forth on Schedule I hereto for such
Stockholder, with copies to:
Xxxxx & Xxxxxx PC
Xxx Xxxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxxx
Telecopier No.: (000) 000-0000
if to the Company, to:
Rag Shops, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx and Xxxxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
with a copy to:
Xxxxx Cummis Xxxxxxx & Xxxxx P.C.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopier No.: (000) 000-0000
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8.3 Interpretation. When a reference is made in this Agreement to a
Section or Schedule, such reference shall be to a Section of or Schedule to this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
words "date hereof" shall refer to the date of this Agreement. The term "or" is
not exclusive. The word "extent" in the phrase "to the extent" shall mean the
degree to which a subject or other thing extends, and such phrase shall not mean
simply "if." The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms. Any agreement or instrument
defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement or instrument as from time to time amended,
modified or supplemented. References to a person are also to its permitted
successors and assigns.
8.4 Counterparts. This Agreement may be executed in one or more
counterparts (including telecopy), all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.
8.5 Entire Agreement; No Third Party Beneficiaries. This Agreement and the
Merger Agreement (a) constitute the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement and the Merger Agreement and (b)
are not intended to confer upon any person other than the parties hereto (and
their respective successors and assigns) any rights or remedies.
8.6 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
8.7 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, in whole or in part (except by
operation of law), by any of the parties hereto without the prior written
consent of the other parties hereto, except that Sub may assign, in its sole
discretion, any of or all its rights, interests and obligations under this
Agreement to Parent or to any direct wholly-owned subsidiary of Parent, but no
such assignment shall relieve Sub of any of its obligations hereunder. Subject
to the preceding sentence, this Agreement shall be binding upon, inure to the
benefit of and be enforceable by, the parties hereto and their respective
successors and assigns.
8.8 Consent to Jurisdiction. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Delaware Court of Chancery or any federal court of the
United States of America sitting in the State of Delaware or in the Southern
District of New York, and any appellate court from any thereof, in any suit,
action or other proceeding arising out of or relating to this Agreement or the
agreements delivered in connection herewith or the transactions contemplated
hereby or thereby or for recognition or enforcement of any judgment relating
thereto, and each of the parties hereby irrevocably and unconditionally: (a)
agrees not to commence any such action or proceeding except in such courts; (b)
agrees that any claim in respect of any such action or proceeding may be heard
and determined in the Delaware Court of Chancery or, to the extent permitted by
law, in such federal court; (c) waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such action or proceeding in the Delaware Court of
Chancery or any such federal court; and (d) waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in the Delaware Court of Chancery or any such federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 8.2. Nothing in this Agreement shall
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.
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8.9 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest
extent permitted by Applicable Laws, any right it may have to a trial by jury in
respect of any suit, action or other proceeding directly or indirectly arising
out of, under or in connection with this Agreement. Each party hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such party would not, in the event of
any action, suit or proceeding, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement, by, among other things, the mutual waiver and
certifications in this Section 8.9.
8.10 Enforcement. The parties agree that irreparable damage would occur if
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 parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any Delaware Court of Chancery or any federal court of the
United States of America sitting in the State of Delaware or in the Southern
District of New York, this being in addition to any other remedy to which they
are entitled at law or in equity.
8.11 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
8.12 Amendments; Waivers. Any provision of this Agreement may be amended
or waived, but only if such amendment or waiver is in writing and is signed, in
the case of an amendment, by each party to this Agreement or, in the case of a
waiver, by each party against whom the waiver is to be effective.
8.13 Further Assurances. Promptly upon request by Parent or Sub, each
Stockholder shall execute, acknowledge, deliver, file, re-file, register and
re-register, any and all such further acts, certificates, assurances and other
instruments as Parent or Sub may require from time to time in order to: (a)
carry out more effectively the purposes and intent of this Agreement; (b) enable
Parent and Sub to exercise and enforce their respective rights and remedies
hereunder; and (c) to better transfer, preserve, protect and confirm to Parent
and Sub the rights granted or now or hereafter intended to be granted to them
hereunder or under each other instrument executed in connection with or pursuant
to this Agreement.
[The next page is the signature page]
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IN WITNESS WHEREOF, Parent, Sub, the Company and each Stockholder have
caused this Stock Purchase Agreement to be duly executed as of the day and year
first above written.
CRAFTS RETAIL HOLDING CORP.
By: /s/ Xxxxxxx Fieldstone
------------------------------------
Name: Xxxxxxx Fieldstone
Title: Vice President
CRAFTS RETAIL ACQUISITION CORP.
By: /s/ Xxxxxxx Fieldstone
------------------------------------
Name: Xxxxxxx Fieldstone
Title: Vice President
RAG SHOPS, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
[Stockholder signatures on next page]
S-1
STOCKHOLDERS:
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
THE XXXXX & XXXXXXX XXXXXXXXXX
CHARITABLE FOUNDATION, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: President
/s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
S-2
