EXECUTION COPY
AGREEMENT
by and between
LENOX GROUP, INC.
and
CLINTON GROUP, INC.
TABLE OF CONTENTS
ARTICLE I DEFINITIONS..........................................................1
ARTICLE II STANDSTILL OBLIGATIONS..............................................3
Section 2.1 Clinton's Standstill Obligations..........................3
ARTICLE III BOARD REPRESENTATION...............................................4
Section 3.1 Representation on the Board...............................4
ARTICLE IV NO SOLICITATION OR SIMILAR ACTIVITY.................................5
Section 4.1 No Solicitation or Similar Activity.......................5
ARTICLE V MISCELLANEOUS........................................................7
Section 5.1 Representations...........................................7
Section 5.2 Governing Law; Jurisdiction and Venue.....................7
Section 5.3 Assignment................................................8
Section 5.4 Entire Agreement; Amendment...............................8
Section 5.5 Notices, Etc..............................................8
Section 5.6 Delays or Omissions.......................................9
Section 5.7 Expenses..................................................9
Section 5.8 Specific Performance......................................9
Section 5.9 Further Assurances........................................9
Section 5.10 Facsimile; Counterparts..................................10
Section 5.11 Severability.............................................10
Section 5.12 Interpretation...........................................10
Section 5.13 Public Announcements.....................................10
EXECUTION COPY
AGREEMENT
This Agreement (the "Agreement") is made as of April 13, 2007, by and
between Lenox Group, Inc., a Delaware corporation (the "Company"), and Clinton
Group, Inc., a Delaware corporation ("Clinton").
WHEREAS, Clinton is the beneficial holder of 1,621,089 shares of
Company Common Stock, representing approximately 11.52% of the outstanding
Voting Stock;
WHEREAS, the parties have agreed, subject to the terms and conditions
herein contained, to have the Board elect Xxxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx"),
managing director of Clinton, to the Board, effective immediately, and to
include him as part of the Company's slate of nominees for election by the
stockholders of the Company at the 2007 Annual Meeting.
NOW THEREFORE, in consideration of the covenants and promises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
DEFINITIONS
For the purpose of this Agreement, the following terms shall have the
meaning specified with respect thereto below:
"2007 ANNUAL MEETING" shall mean the annual meeting of stockholders of
the Company to be held in 2007.
"AFFILIATE" shall have the meaning set forth in Rule 12b-2 of the rules
and regulations, promulgated under the Exchange Act; PROVIDED, HOWEVER, that for
purposes of this Agreement, Clinton and its Affiliates, on the one hand, and the
Company and its Affiliates, on the other, shall not be deemed to be "Affiliates"
of one another.
"BENEFICIALLY OWN," "BENEFICIALLY OWNED," or "BENEFICIAL OWNERSHIP"
shall have the meaning set forth in Rule 13d-3 of the rules and regulations
promulgated under the Exchange Act.
"BOARD" shall mean the Board of Directors of the Company.
"BOARD APPROVAL" shall mean the affirmative vote of a majority of the
Disinterested Directors of the Board or a unanimous written consent of the Board
duly obtained in accordance with the applicable provisions of the Company's
certificate of incorporation, bylaws and applicable law.
"BOARD REPRESENTATION PERIOD" shall mean that period of time during
which Clinton has a representative on the Board and such representative is a
member of both the Executive Committee and the Audit Committee of the Board,
commencing on the date hereof (with respect to his election to the Board) or on
the date that is within five business days after the date hereof (with respect
to the date of his election to both such Committees) and ending on the date on
which Xxxxxxxxxx (or any other Clinton designee) is no longer serving as a
director on the Board and on such Committees.
"CHANGE-IN-CONTROL OF THE COMPANY" shall mean any of the following: (i)
a merger, consolidation or other business combination or transaction to which
the Company is a party if the stockholders of the Company immediately prior to
the effective date of such merger, consolidation or other business combination
or transaction, as a result of such share ownership, have Beneficial Ownership
of voting securities representing less than 50% of the Total Current Voting
Power of the surviving entity following such merger, consolidation or other
business combination or transaction; (ii) an acquisition by any person, entity
or 13D Group of direct or indirect Beneficial Ownership of Voting Stock of the
Company representing 50% or more of the Total Current Voting Power of the
Company; (iii) a sale of all or substantially all of the assets of the Company;
(iv) a liquidation or dissolution of the Company; (v) the institution of any
proceeding by or against the Company under the provisions of any insolvency or
bankruptcy law which is not dismissed within ninety (90) days, the appointment
of a receiver of a material portion of the assets or property of the Company, or
the issuance of an order for an execution on a material portion of the property
of the Company pursuant to a judgment which is not dismissed within ninety (90)
days; or (vi) individuals who, as of the date of this Agreement, constituted the
Board (together with any new directors whose election by the Board or whose
nomination for election by the stockholders of the Company was approved by a
vote of a majority of the directors of the Company then still in office who were
either directors on the date hereof or whose election or nomination for election
was previously so approved, other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
the preceding clauses) cease for any reason to constitute a majority of the
Board then in office.
"COMPANY COMMON STOCK" shall mean shares of the Common Stock of the
Company.
"CONTROL" or "CONTROLLED BY" shall have the meaning set forth in Rule
12b-2 of the rules and regulations promulgated under the Exchange Act.
"DISINTERESTED DIRECTOR" means a member of the Board who is not (i) an
employee or consultant of Clinton or any of its Affiliates; (ii) a member of the
board of directors of Clinton or any of its Affiliates; or (iii) the holder of
more than three percent (3%) of the voting stock of Clinton or any of its
Affiliates.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"PERSON" shall mean an individual, corporation, partnership, limited
liability company, association, trust, or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"STANDSTILL LIMIT" shall mean 18% of the Total Current Voting Power of
the Company.
"STANDSTILL PERIOD" shall mean the period beginning on the date hereof
and ending on the occurrence of a Standstill Termination Event.
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"STANDSTILL TERMINATION EVENT" shall mean the earliest to occur of the
following: (i) the announcement of an event which constitutes, or a plan or
proposal which is reasonably likely to be consummated and would, if consummated,
constitute, a Change in Control of the Company (other than a Change of Control
of the Company involving Clinton or any Affiliate of Clinton or a 13D Group of
which Clinton or any Affiliate of Clinton is a member); (ii) October 31, 2007,
if the Stock Price is less than $7.00 per share as of such date; (iii) December
31, 2007, if the Stock Price is at least $7.00 per share as of October 31, 2007.
"STOCK PRICE" shall mean the arithmetic average of the closing prices
posted on the New York Stock Exchange, Inc. for one share of Company Common
Stock for each of the 10-trading days up to and including a measurement date.
"TOTAL CURRENT VOTING POWER" shall mean, with respect to the Company,
at the time of determination thereof, the total number of votes which may be
cast in the election of members of the board of directors of the Company if all
securities entitled to vote in the election of such directors are present and
voted.
"VOTING STOCK" shall mean shares of Company Common Stock and any other
securities of the Company having the ordinary power to vote in the election of
members of the Board.
"13D GROUP" means any group of persons formed for the purpose of
acquiring, holding, voting or disposing of Voting Stock required under Section
13(d) of the Exchange Act, and the rules and regulations promulgated thereunder,
to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and
regulations promulgated under the Exchange Act as a "person" within the meaning
of Section 13(d)(3) of the Exchange Act.
ARTICLE II
STANDSTILL OBLIGATIONS
Section 2.1 CLINTON'S STANDSTILL OBLIGATIONS.
(a) During the Board Representation Period, none of Clinton,
any Affiliate of Clinton or any 13D Group of which Clinton or any of
its Affiliates is a member shall, directly or indirectly, acquire or
Beneficially Own Voting Stock or authorize or make a tender offer,
exchange offer or other offer to acquire Voting Stock, if the effect of
such acquisition would be to increase the percentage of Total Current
Voting Power of the Company represented by all Voting Stock
Beneficially Owned by Clinton and its Affiliates (and any 13D Group to
which Clinton and its Affiliates is a party) to more than the
Standstill Limit.
(b) Clinton shall not be deemed to have violated its covenants
under this Section 2.1 solely by virtue of (and only to the extent of)
any increase in the aggregate percentage of the Total Current Voting
Power of the Company represented by Voting Stock Beneficially Owned by
Clinton or its Affiliates if such increase is the result of a
recapitalization of the Company, a repurchase of securities by the
Company or other actions taken by the Company or any of the Company's
Affiliates that have the effect of reducing the Total Current Voting
Power of the Company.
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(c) During the Board Representation Period, Clinton shall
promptly (and in no case later than five (5) business days of such
event) notify the Company if the aggregate Beneficial Ownership of
Voting Stock of Clinton and its Affiliates (and any 13D Group to which
Clinton and its Affiliates is a party) exceeds the aggregate Beneficial
Ownership of Voting Stock specified in Clinton's last Schedule 13D
filed with respect to the Company) by more than 1% of the outstanding
Voting Stock. Such notice shall specify the amount of Voting Stock
Beneficially Owned by Clinton and its Affiliates (and any 13D Group to
which Clinton and its Affiliates is a party) as of the date of the
notice. Notwithstanding any provision of this Section 2.1(c) to the
contrary, the provisions of this Section 2.1(c) requiring notice to the
Company may be satisfied by the delivery by Clinton to the Company of
any Schedule 13D or Schedule 13G filed by Clinton with respect to the
Voting Stock (or any amendment thereto).
(d) During the Board Representation Period, the Company shall
not amend its certificate of incorporation or bylaws or its Rights
Agreement (or take similar actions) in such a manner as would preclude
Clinton from purchasing Company Common Stock up to the Standstill
Limit.
ARTICLE III
BOARD REPRESENTATION
Section 3.1 REPRESENTATION ON THE BOARD. The parties agree to the
following:
(a) At a meeting of the Board held on April 9, 2007, the Board
expanded its size from seven to eight positions and elected Xxxxxxxxxx
to serve as a director on the Board, subject to negotiation and
execution of this Agreement in form satisfactory to the Company. By
virtue of the Company's execution of this Agreement, such condition is
satisfied and Bringsjord's election to the Board is effective. The
Company shall, and the Board has acted to, include Xxxxxxxxxx as a
Board-recommended nominee for election at the 2007 Annual Meeting. The
Company shall seek to cause Xxxxxxxxxx to be elected at the 2007 Annual
Meeting in the same manner as it seeks to cause any Board-recommended
nominee to be elected at the 2007 Annual Meeting. The Board shall
promptly appoint Xxxxxxxxxx as a member of both the Executive Committee
and Audit Committee of the Board.
(b) The Company shall, and the Board has agreed at that meeting
to, cause its Board Affairs Committee to commence a search, to be
completed, if possible, within six months, for one additional
"independent director," as defined in the applicable New York Stock
Exchange rules, having appropriate industry knowledge and expertise, as
determined by the Board. Clinton may bring forward qualified nominees
for that Committee's further consideration.
(c) Subject to the Company's and the Board's compliance with
the provisions of this Section 3.1, Clinton shall cause all shares of
Company Common Stock Beneficially Owned by it and its Affiliates, and
shall use its best efforts to cause all shares of Company Common Stock
Beneficially Owned by its "associates" (as defined in Rule 12b-2 of the
Exchange Act), if any, to be voted: (i) in favor of the eight nominees
for director nominated by the Board and recommended for election to the
stockholders of the Company at the 2007 Annual Meeting, provided that
such eight nominees are comprised of the seven incumbent directors as
of the date
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hereof and Xxxxxxxxxx, and provided that the proxy statement does
not contain any management proposals other than election of
directors and ratification of the appointment of the Company's
independent auditors and (ii) against any other nominee or slate of
nominees for director that shall be proposed in opposition to or as an
alternative to such slate of nominees recommended by the Board for
election at the 2007 Annual Meeting. For so long as Clinton holds 9% or
more of the outstanding shares of Company Common Stock, (i) the Company
and the Board shall re-nominate Xxxxxxxxxx (or another Clinton
designee) for election as director at any Annual Meeting and (ii) the
Board shall appoint Xxxxxxxxxx (or another Clinton designee) as a
member of both the Executive Committee and Audit Committee of the
Board. Clinton shall be entitled to replace its designee at any time
with another designee who is reasonably acceptable to a majority of the
Disinterested Directors. If Clinton holds less than 9% of the
outstanding shares of Company Common Stock at any time after the date
hereof, the Board will have no obligation to re-nominate Xxxxxxxxxx or
any other Clinton designee to the Board.
(d) Xxxxxxxxxx (and any other Clinton designee) shall be
entitled to the same compensation, expense reimbursements,
indemnification and insurance coverage as the other non-executive
directors of the Company.
ARTICLE IV
NO SOLICITATION OR SIMILAR ACTIVITY
Section 4.1 NO SOLICITATION OR SIMILAR ACTIVITY. Subject to the
Company's and the Board's compliance with the provisions of Section 3.1, Clinton
shall not, at any time during the Standstill Period, directly or indirectly,
through one or more intermediaries acting on its behalf, singly or as part of a
partnership, syndicate or other group (as those terms are used within the
meaning of Section 13(d)(3) of the Exchange Act), and shall cause each of its
Affiliates not to, directly or indirectly, whether through the taking of
stockholder action by written consent or otherwise:
(a) instigate, support or in any way participate in any proxy
contest or otherwise engage in the "solicitation" of "proxies" (as such
terms are defined in Rule 14a-1 under the Exchange Act, whether or not
such solicitation is exempt under Rule 14a-2 under the Exchange Act)
with respect to any matter from holders of Voting Stock (including by
the execution of actions by written consent) in opposition to proposals
or matters proposed, recommended or otherwise supported by the Board;
(b) become a "participant" in any "election contest" (as such
terms are defined or used in Rule 14-11 under the Exchange Act) with
respect to the Company or solicit any consent or communicate with or
seek to advise, encourage or influence any Person with respect to the
voting of any Voting Stock; PROVIDED, HOWEVER, that CLINTON shall not
be prevented hereunder from being a "participant" in support of the
management of the Company by reason of the membership of CLINTON's
designee on the Board or the inclusion of CLINTON's designee on the
slate of nominees for election to the Board proposed by the Company;
(c) initiate or participate in the solicitation of, or
otherwise solicit, stockholders for the approval of one or more
stockholder proposals with respect to the
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Company, as described in Rule 14a-8 under the Exchange Act, or induce
or attempt to induce any other Person to initiate any stockholder
proposal relating to the Company;
(d) form, join, encourage the formation of or in any way
participate in a 13D Group (other than with any other Clinton
Affiliate) for the purposes of acquiring, holding, voting or disposing
of any Voting Stock;
(e) solicit, seek or offer to effect, negotiate with or provide
any confidential information to any party with respect to, make any
statement or proposal, whether written or oral, either alone or in
concert with others, to the Board, to any Director or officer of the
Company or to any other stockholder of the Company with respect to, or
otherwise formulate any plan or proposal or make any public
announcement, proposal, offer or filing under the Exchange Act, any
similar or successor statute or otherwise, or take action to cause the
Company to make any such filing, with respect to: (i) any form of
business combination transaction or acquisition involving the Company
(other than transactions contemplated by this Agreement), including,
without limitation, a merger, exchange offer or liquidation of the
Company's assets, (ii) any form of restructuring, recapitalization or
similar transaction with respect to the Company, including, without
limitation, a merger, exchange offer or liquidation of the Company's
assets, (iii) any acquisition or disposition of assets material to the
Company, (iv) any request to amend, waive or terminate the provisions
of this Agreement or (v) any proposal or other statement inconsistent
with the terms of this Agreement, PROVIDED, HOWEVER, that CLINTON and
its Affiliates (x) may discuss the affairs and prospects of the
Company, the status of CLINTON's investment in the Company and any of
the matters described in clause (i) through (v) of this paragraph at
any time, and from time to time, with the Board or any director or
executive officer of the Company, (y) may discuss any matter, including
any of the foregoing, with its outside legal and financial advisors, if
as a result of any such discussions CLINTON is not required to make,
and does not make, any public announcement or filing under the Exchange
Act otherwise prohibited by this Agreement and (z) may discuss
non-confidential information regarding the Company with any third
parties so long as Clinton promptly informs the Board of such
discussions;
(f) seek the removal of any of the Board's directors (other
than the replacement of Xxxxxxxxxx with another Clinton Group
designee);
(g) seek to increase the number of directors serving on the
Board above ten (10) or to increase the number of CLINTON
representatives or designees on the Board above one (1), provided that
the nominees put forth pursuant to Section 3.1 by Clinton will not be
considered representatives or designees of Clinton;
(h) call or seek to have called any meeting of the stockholders
of the Company; or
(i) assist, instigate or encourage any third party to take any
of the actions enumerated in this Article IV.
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ARTICLE V
MISCELLANEOUS
Section 5.1 REPRESENTATIONS. Each party represents to the other that:
(a) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) It has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the matters to be
performed by it hereby.
(c) The execution, delivery and performance by such party of
this Agreement and the consummation of the matters contemplated hereby
have been duly authorized by all necessary corporate action on the part
of such party.
(d) This Agreement has been duly executed and delivered by such
party and, assuming the due authorization, execution and delivery of
this Agreement by the other party hereto, constitutes the legal, valid
and binding agreement of such first party, enforceable against it in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application which may affect the enforcement of
creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
Section 5.2 GOVERNING LAW; JURISDICTION AND VENUE.
(a) This Agreement is to be construed in accordance with and
governed by the internal laws of the State of Delaware without giving
effect to any choice of law rule that would cause the application of
the laws of any jurisdiction other than the internal laws of the State
of Delaware to the rights and duties of the parties.
(b) Any legal action or other legal proceeding relating to this
Agreement or the enforcement of any provision of this Agreement may be
brought or otherwise commenced in any state or federal court located in
the State of Delaware. Each party to this Agreement:
(i) expressly and irrevocably consents and submits to
the jurisdiction of each state and federal court
located in the State of Delaware (and each
appellate court located in the State of Delaware)
in connection with any such legal proceeding,
including to enforce any settlement, order or
award;
(ii) agrees that each state and federal court located
in the State of Delaware shall be deemed to be a
convenient forum; and
(iii) waives and agrees not to assert (by way of
motion, as a defense or otherwise), in any such
legal proceeding commenced in any state or federal
court located in the State of Delaware, any claim
that
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such party is not subject personally to the
jurisdiction of such court, that such legal
proceeding has been brought in an inconvenient
forum, that the venue of such proceeding is
improper or that this Agreement or the subject
matter hereof or thereof may not be enforced in or
by such court.
(c) Each party hereto agrees to the entry of an order to
enforce any resolution, settlement, order or award made pursuant to
this Section 5.2 by the state and federal courts located in the State
of Delaware and in connection therewith hereby waives, and agrees not
to assert by way of motion, as a defense, or otherwise, any claim that
such resolution, settlement, order or award is inconsistent with or
violative of the laws or public policy of the laws of the State of
Delaware or any other jurisdiction.
Section 5.3 ASSIGNMENT. Neither party may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Except as provided herein, any assignment
of rights or delegation of duties under this Agreement by a party without the
prior written consent of other parties shall be void AB INITIO. Subject to the
preceding two sentences, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
Section 5.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject hereof, and no party shall be liable or bound to any other party in
any manner except as specifically set forth herein. Except as expressly provided
herein, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.
Section 5.5 NOTICES, ETC. All notices or other communications to a
party required or permitted under this Agreement shall be in writing and shall
be delivered by hand or sent by facsimile (with confirmation of transmission) or
sent, postage prepaid, by registered, certified or express mail, return receipt
requested, or by reputable overnight courier service (with acknowledgement of
receipt), addressed to the applicable party as follows:
if to the Company, to: Lenox Group, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Attn: General Counsel
Facsimile: (000) 000-0000
with a copy, which shall not
constitute notice, to: Xxxxxx & Xxxxxxx LLP
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
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and if to Clinton Group, to: Clinton Group, Inc.
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, Legal Counsel
Facsimile: (000) 000-0000
with a copy, which shall not
constitute notice, to: Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
Either party may change its specified recipient and/or notice address by
delivering notice to the other party hereto given in the manner prescribed
herein. All notices shall be deemed given on the day when actually delivered as
provided above (if delivered personally, by courier or by facsimile) or on the
day shown on the return receipt (if delivered by mail).
Section 5.6 DELAYS OR OMISSIONS. Except as expressly provided herein,
no delay or omission to exercise any right, power or remedy accruing to a party
under this Agreement shall impair any such right, power or remedy nor shall it
be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring.
Section 5.7 EXPENSES. Except as otherwise specifically provided herein,
the Company and Clinton shall each bear its own expenses incurred with respect
to this Agreement and the matters contemplated hereby.
Section 5.8 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific intent or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions, without the necessity of posting any bond, to
prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof. The foregoing rights are in
addition to any other remedy to which they may be entitled by law or equity. A
party sued for breach of this Agreement expressly waives any defense that a
remedy in damages would be adequate.
Section 5.9 FURTHER ASSURANCES. The parties hereto shall do and perform
or cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments or
documents as any other party may reasonably request from time to time in order
to carry out the intent and purposes of this Agreement and the consummation of
the transactions contemplated hereby. Neither the Company nor Clinton shall
voluntarily undertake any course of action inconsistent with satisfaction of the
requirements applicable to them set forth in this Agreement and each shall
promptly do all such acts and take
9
all such measures as may be appropriate to enable them to perform as early
as practicable the obligations herein and therein required to be performed
by them.
Section 5.10 FACSIMILE; COUNTERPARTS. This Agreement may be executed by
facsimile and in any number of counterparts, each of which may be executed by
fewer than all of the parties, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one instrument.
Section 5.11 SEVERABILITY. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; PROVIDED, that no such severability shall be
effective if it materially changes the purpose or intent of this Agreement to
any party.
Section 5.12 INTERPRETATION.
(a) The various section headings are inserted for purposes of
reference only and shall not affect the meaning or interpretation of
this Agreement or any provision hereof The definitions contained in
this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.
(b) Each party hereto acknowledges that it has been represented
by competent counsel and participated in the drafting of this
Agreement, and agrees that any applicable rule of construction to the
effect that ambiguities are to be resolved against the drafting party
shall not be applied in connection with the construction or
interpretation of this Agreement.
(c) When a reference is made in this Agreement to an Article or
Section, such reference shall be to an Article or Section of this
Agreement unless otherwise indicated.
Section 5.13 PUBLIC ANNOUNCEMENTS. The parties shall mutually agree,
prior to announcement, on the text of a press release or any other public
announcement (other than a filing covered by the next clause hereof) with
respect to the signing of this Agreement, and shall consult with each other
concerning related filings with the Securities and Exchange Commission prior to
any such filing.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
LENOX GROUP, INC.
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
By: Xxxxxxx X. Xxxxx
-------------------------------
Its: Chairman
-----------------------------
CLINTON GROUP, INC.
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxxx Xxxxxxxxx
-------------------------------
Its: Comptroller
-----------------------------
