Exhibit 10.53
CONSENT AND WAIVER
Consent and Waiver, dated as of May 23, 1997, is under and with respect
to the Stockholders and Registration Rights Agreement, dated as of May 29, 1996,
as amended (the "Agreement"), by and among Clearview Cinema Group, Inc. (the
"Company"), CMNY Capital II, L.P., MidMark Capital, L.P., Xxxxxxx Cinema, Inc.,
A. Xxxx Xxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxx and Xxxxx Xxx and Xxxxx X.
Xxxxxx.
WHEREAS, the Company is contemplating an initial public offering (the
"Offering") of shares of its Common Stock, $.01 par value (the "Common Stock"),
pursuant to a registration statement on Form SB-2 (the "Registration Statement")
to be filed with the Securities and Exchange Commission on May 27, 1997; and
WHEREAS, the undersigned may have certain rights under Sections 2 and 3
of the Agreement with respect to the issuance and registration of such shares
pursuant to the Registration Statement; and
WHEREAS, the proposed managing underwriter for the Offering has
requested that the parties hereto waive any such rights and consent to the
consummation of the Offering as described in the Registration Statement, as the
same may be amended hereafter.
NOW, THEREFORE, the parties hereto, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, agree as follows:
1. Each of the undersigned hereby waives any and all rights he, she or
it may have under Sections 2 and 3 of the Agreement with respect to the
Offering, including without limitation any right to purchase any of the shares
of Common Stock being so offered and any right to sell shares of Common Stock in
the Offering under the Registration Statement.
2. This Consent and Waiver shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
3. This Consent and Waiver shall be construed and enforced in accordance
with the laws of the state of Delaware without regard to any of its principles
of conflicts of law.
4. This Consent and Waiver may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Consent
and Waiver as of the date first set forth above.
CLEARVIEW CINEMA GROUP, INC.
By:
--------------------------- -----------------------------
A. Xxxx Xxxx A. Xxxx Xxxx
President
CMNY CAPITAL II, L.P. -----------------------------
Xxxxx X. Xxxxx
By:
--------------------------- -----------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx
General Partner
MIDMARK CAPITAL, L.P.
By: MidMark Associates, Inc. -----------------------------
General Partner Xxxx Xxx
By:
--------------------------- -----------------------------
Xxxxx Xxxxxx Xxxxx Xxx
President
XXXXXXX CINEMA, INC. -----------------------------
Xxxxx X. Xxxxxx
By: ---------------------------
Xxxx Xxxxxx
President
