EXHIBIT 10.50
STOCKHOLDER AGREEMENT
AGREEMENT, dated as of July 2, 1998, between CCW Acquisition
Corp., a Delaware corporation ("Acquisition"), and Century Communications Corp.,
a Delaware corporation (the "Stockholder").
WHEREAS, concurrently herewith, Acquisition and Centennial
Cellular Corp., a Delaware corporation (the "Company"), are entering into an
Agreement and Plan of Merger (the "Merger Agreement"; capitalized terms used
without definition herein having the meanings ascribed thereto in the Merger
Agreement);
WHEREAS, the Stockholder is the record and beneficial owner of
the number of Shares set forth opposite the Stockholder's name in Schedule I
hereto;
WHEREAS, approval of the Merger Agreement by the Company's
stockholders is a condition to the consummation of the Merger;
WHEREAS, the Board of Directors of the Company has, prior to
the execution of this Agreement, duly and validly approved and adopted the
Merger Agreement and approved this Agreement, and such approvals and adoption
have not been withdrawn; and
WHEREAS, Acquisition is unwilling to enter into the Merger
Agreement unless the Stockholder enters into this Agreement concurrently with
the execution of the Merger Agreement, and the Stockholder desires and is
willing to induce Acquisition to enter into the Merger Agreement by its entry
into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties hereto agree as
follows:
Section 1. Agreement to Vote; Irrevocable Proxy.
(a) The Stockholder hereby agrees that, during the period
commencing on the date hereof and continuing until the termination of this
Agreement, at any stockholders' meeting of the Company at which any of the
following matters is submitted to a vote of the stockholders, it shall vote (or
cause to be voted) its shares of Common Stock (or shall execute and deliver a
written consent pursuant to Section 228 of the Delaware Law):
(i) in favor of the Merger Agreement, the transactions
described therein and the agreements and transactions contemplated
thereby; and
(ii) except as otherwise agreed to in writing in advance by
Acquisition against the following actions (except as contemplated by
the Merger Agreement):
(A) any extraordinary corporate transaction, such as
a merger, consolidation or other business combination
involving the Company or any of its subsidiaries;
(B) any sale, lease or transfer of a material amount
of assets of the Company or any of its subsidiaries, or a
reorganization, recapitalization, dissolution or liquidation
of the Company or any of its subsidiaries; and
(C) (1) any change in the majority of the persons who
constitute the Board of Directors of the Company; (2) any
change in the present capitalization of the Company or any
amendment of the Company's Certificate of Incorporation or
Bylaws; (3) any other material change in the Company's
corporate structure or business; or (4) any other action
which, in the case of each of the matters referred to in
clauses (1), (2) or (3), is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or
materially adversely affect the transactions contemplated by
this Agreement and the Merger Agreement.
(b) In furtherance of the foregoing, the Stockholder hereby
constitutes and appoints Xxxxxx X. XxXxxxxxx and Xxxxxxx X. xx Xxxxxx, and each
of them, with full power of substitution, its true and lawful proxies and
attorneys-in-fact to vote the Shares held by the Stockholder as provided in
paragraph (a) above for so long as this Agreement is in effect. The Stockholder
hereby affirms that this proxy is given in connection with the Merger Agreement,
as an inducement to Acquisition to enter into the Merger Agreement and to
consummate the transactions contemplated thereby and, as such, is coupled with
an interest and is irrevocable for so long as this Agreement shall remain in
effect.
(c) The Stockholder agrees that it will not, and will not
permit any of its Affiliates to, contract to sell, sell or otherwise pledge,
encumber, transfer or dispose of any of the Shares owned beneficially or of
record by it or any interest therein or securities convertible thereinto or any
voting rights with respect thereto, other than (i) pursuant to the Merger or
(ii) with Acquisition's prior written consent.
(d) The Stockholder hereby revokes any and all previous
proxies with respect to the Stockholder's Shares or any other voting securities
of the Company.
Section 3. Cooperation; No Solicitation. The Stockholder
hereby agrees to cooperate reasonably with Acquisition and the Company in
connection with the Merger Agreement and consummation of the transactions
contemplated thereby. Acquisition agrees to cooperate reasonably with the
Stockholder in connection with any filings required to be made by the
Stockholder pursuant to the HSR Act in connection with the Merger Agreement and
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consummation of the transactions contemplated thereby. The Stockholder agrees
that it will not, and will not cause or permit their respective officers,
employees, representatives and agents, directly or indirectly, to solicit,
initiate or encourage any inquiries or the making of any proposal with respect
to any Acquisition Transaction or provide information to or negotiate, explore,
otherwise engage in discussions with or in any other way cooperate with any
Person (other than Acquisition or its directors, officers, employees, agents and
representatives) with respect to any Acquisition Transaction or enter into any
agreement, arrangement or understanding requiring or causing the Company to
abandon, terminate or fail to consummate the Merger or any other transactions
contemplated by the Merger Agreement.
Section 4. Termination of Services Agreement. The Stockholder hereby
agrees that, effective as of the Effective Time, each of the Services Agreement,
effective as of August 30, 1996, between the Company and the Stockholder, and
the Extension and Renewal Agreement dated as of March 21, 1997 between the
Company and the Stockholder shall be terminated.
Section 5. Other Covenants and Agreements.
(a) Stock Transfer Agreement. The Stockholder hereby agrees to
the termination of the Stock Transfer Agreement effective as of the Effective
Time.
(b) Further Assurances. Each party shall execute and deliver
such additional instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate, carry out and comply
with all of its obligations under this Agreement. Without limiting the
generality of the foregoing, none of the parties hereto shall enter into any
agreement or arrangement (or alter, amend or terminate any existing agreement or
arrangement) if such action would materially impair the ability of such party to
effectuate, carry out or comply with all of the terms of this Agreement.
(c) Release of Certain Restrictions. Effective as of the
Effective Time, the Stockholder hereby releases the Company and its Affiliates
(other than the Stockholder and its other Affiliates) from, and waives in all
respects, any obligation that may exist to the Stockholder or any of its
Affiliates anywhere in the world, (ii) not to engage, or to refrain from
engaging, in any activity anywhere in the world, or (iii) that otherwise
restricts or limits the ability of the Company or any of its Affiliates to
engage in any business anywhere in the world.
Section 6. Representations and Warranties of Acquisition. Acquisition
represents and warrants to the Stockholder as follows:
(a) This Agreement has been approved by the Board of Directors
of Acquisition and its stockholders, representing all necessary corporate action
on the part of Acquisition for the execution and performance hereof and of the
Merger Agreement.
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(b) This Agreement has been duly executed and delivered by a
duly authorized officer of Acquisition.
(c) This Agreement constitutes a valid and binding agreement
of Acquisition, enforceable against Acquisition in accordance with its terms.
(d) The execution and delivery of this Agreement by
Acquisition does not violate or breach, and will not give rise to any violation
or breach of, the charter or bylaws of Acquisition, or, except as will not
materially impair its ability to effectuate, carry out or comply with all of the
terms of this Agreement, any law, contract, instrument, arrangement or agreement
by which Acquisition is bound.
Section 7. Representations and Warranties of the Stockholders. The
Stockholder represents and warrants to Acquisition as follows:
(a) Schedule I sets forth, opposite the Stockholder's name,
the number and type of Shares of which the Stockholder is the record and
beneficial owner. The Stockholder is the lawful owner of such Shares, free and
clear of all liens, charges, encumbrances, voting agreements and commitments of
every kind, other than this Agreement, the Stock Transfer Agreement and as
disclosed on Schedule I. Except as set forth in Schedule I and except pursuant
to the Stock Transfer Agreement, the Stockholder does not own or hold any rights
to acquire any additional Shares or other securities of the Company or any
interest therein or any voting rights with respect to any additional Shares or
any other securities of the Company or any interest therein or any voting rights
with respect to any additional Shares or any other securities of the Company.
(b) This Agreement has been approved by the Stockholder's
Board of Directors and its stockholders, representing all necessary corporate
action on the part of the Stockholder for the execution and performance hereof
by the Stockholder.
(c) This Agreement has been duly executed and delivered by a
duly authorized officer of the Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of the Stockholder, enforceable against the Stockholder in accordance with its
terms.
(e) The execution and delivery of this Agreement by the
Stockholder does not violate or breach, and will not give rise to any violation
or breach, of the Stockholder's charter or bylaws, or, except as will not
materially impair the ability of the Stockholder to effectuate, carry out or
comply with all of the terms of this Agreement, any law, contract, instrument,
arrangement or agreement by which the Stockholder is bound.
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(f) The execution and delivery of this Agreement by the
Stockholder does not create or give rise to any right in any other Person with
respect to the Shares or any other securities of the Company (including, without
limitation, voting rights and rights to purchase or sell any such Shares or
other securities) pursuant to the Stock Transfer Agreement.
(g) The execution and delivery of the proxies by the
Stockholder are adequate to approve and adopt the Merger Agreement and the
Merger without the vote or consent of any other stockholder of the Company.
Section 8. Effectiveness and Termination. This Agreement shall
terminate and be of no further force or effect (i) immediately upon termination
of the Merger Agreement pursuant to Section 9.1(a), 9.1(b), 9.1(c)(i) or 9.1(e)
thereof, (ii) six months after the termination of the Merger Agreement pursuant
to any other section thereof or (iii) at the Effective Time, whichever is
earliest. Upon such termination, except for any rights a party may have in
respect of any breach by the other party of its obligations hereunder, neither
party hereto shall have any further obligation or liability hereunder.
Section 9. Non-compete. The Stockholder agrees that on the Effective
Date it will execute and deliver a non-compete agreement with the Surviving
Corporation, pursuant to which the Stockholder will agree that, for a period of
three years from the Effective Date, the Stockholder will not engage in, or
acquire a controlling interest in, any business that competes with any of
businesses of the Company's current operations in Puerto Rico; provided,
however, that such non-compete shall not extend to or restrict in any manner the
activities of the Stockholder's existing joint venture in Puerto Rico.
Section 10. Miscellaneous.
(a) Notices, Etc. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered personally (by courier service or otherwise), when delivered by
telecopy and confirmed by return telecopy, or seven days after being mailed by
first-class mail, postage prepaid in each case to the applicable addresses set
forth below:
If to Acquisition, to it at:
x/x Xxxxx, Xxxxxx, Xxxxxxxx & Xxxxx XXXX, X.X.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: 000-000-0000
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with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
If to the Stockholder, to it at:
00 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxxx 00000
Attention: Office of the President
Facsimile: 000-000-0000
with a copy to:
Xxxxx X. Xxxxxxxxxx, Esq.
Xxxxx Xxxxxxxxxx & Xxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
or to such other address as such party shall have designated by notice received
by the other party.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or, except as
expressly set forth in Section 8, terminated, except by an instrument in writing
signed by each party hereto.
(c) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties and
their respective successors and assigns; provided that, except as contemplated
by the Merger Agreement, neither the rights nor the obligations of any party may
be assigned or delegated without the prior written consent of the other party.
(d) Entire Agreement. This Agreement (together with the Merger
Agreement and the other agreements and documents expressly contemplated hereby
and thereby) embodies the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter. There are no representations,
warranties or covenants by the parties hereto relating to such subject matter
other than those expressly set forth in this Agreement and the Merger Agreement.
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(e) Severability. If any term of this Agreement or the
application thereof to any party or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such term to the other party or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by applicable law,
provided that, in such event, the parties shall negotiate in good faith in an
attempt to agree to another provision (in lieu of the term or application held
to be invalid or unenforceable) that will be valid and enforceable and will
carry out the parties' intentions hereunder.
(f) Specific Performance. The parties acknowledge that money
damages are not an adequate remedy for violations of this Agreement and that any
party may, in its sole discretion, apply to a court of competent jurisdiction
for specific performance or injunctive or such other relief as such court may
deem just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party waives any
objection to the imposition of such relief or any requirement for a bond.
(g) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise or beginning
of the exercise of any thereof by any party shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party.
(h) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by the other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(i) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of and shall not be enforceable by any person or
entity who or which is not a party hereto.
(j) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court of Delaware or any court of the State of Delaware
in any action, suit or proceeding arising in connection with this Agreement, and
agrees that any such action, suit or proceeding shall be brought only in such
court (and waives any objection based on forum non conveniens or any other
objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (j) and
shall not be deemed to be a general submission to the jurisdiction of said
Courts or in the State of Delaware other than for such purposes. Each party
hereto hereby waives any right to a trial by jury in connection with any such
action, suit or proceeding.
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(k) Governing Law. This Agreement and all disputes hereunder
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Delaware, without regard to principles of conflicts of law.
(l) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument.
(m) Expenses. Acquisition and the Stockholder shall bear its
own expenses incurred in connection with this Agreement and the transactions
contemplated hereby, except that in the event of a dispute concerning the terms
or enforcement of this Agreement, the prevailing party in any such dispute shall
be entitled to reimbursement of reasonable legal fees and disbursements from the
other party to such dispute.
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IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
CCW ACQUISITION CORP.
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------
Title: President
CENTURY COMMUNICATIONS CORP.
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Title: Secretary
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SCHEDULE I
Share Ownership
Century Communications Corp. 8,561,819 shares of Class B
Common Stock, par value $0.01 per
share
3,978 shares of Second Series
Convertible Preferred Stock, par
value $0.01 per share
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