Exhibit (d)(3)
AGREEMENT
AGREEMENT, dated as of July 3, 1996 (this "Agreement"), among Xxxxx
Karan, whose address is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Karan"),
Xxxxxxx Xxxxx, whose address is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Xxxxx"), Xxxxx Xxxx, whose address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Taki"), Xxxxx X. Xxxx, whose address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("Mori" and, together with Karan, Weiss, and Taki, the
"Stockholders"), and Xxxxx Karan International Inc., a Delaware corporation (the
"Company"), whose address is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H :
WHEREAS, each of Karan and Xxxxx owns nine shares of Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), of the Company,
and each of Taki and Mori owns one share of Class B Common Stock, par value $.01
per share ("Class B Common Stock"), of the Company; and
WHEREAS, the Company proposes to offer publicly shares of its common
stock, par value $. 01 per share ("Common Stock"); and
WHEREAS, the parties hereto wish to provide for an agreement
relating to the voting by Karan and Xxxxx of their shares of Class A Common
Stock and by Taki and Mori of their shares of Class B Common Stock following the
issuance of the Common Stock;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Voting Agreement. If a matter is presented to the holders
of Class A Common Stock, Class B Common Stock, and Common Stock, and the Class A
Common Stock or the Class B Common Stock is entitled to vote separately as a
class with respect to such matter, then each of the Stockholders agrees to vote
his or her shares of Class A Common Stock or Class B Common Stock (as the case
may be) as nearly as possible in the same manner as the holders of a majority of
the shares of Common Stock vote their shares with respect to such matter.
Section 2. Restrictions on Transfer. None of the Stockholders shall
pledge, hypothecate, give, sell, grant an option on, or otherwise transfer
(other than pursuant to a merger or consolidation of the Company with another
entity) any shares of Class A Common Stock or Class B Common Stock or assign any
of his or her rights or delegate any of his or her duties hereunder unless, at
or prior to the effective time thereof, the transferee or assignee or potential
transferee or assignee shall agree in writing to be bound by the terms hereof.
Section 3. Legend on Certificates. The following legend shall be
noted conspicuously on all certificates representing the shares of Class A
Common Stock or Class B Common Stock now outstanding or hereafter issued which
are subject to the terms of this Agreement:
"The shares of stock represented by this certificate are
subject to restrictions on transfers and voting, as provided
in an agreement, dated July 3, 1996, among the Company and
certain of its stockholders, a copy of which is on file with
the Secretary of the Company."
The Stockholders hereby agree to return their certificates evidencing shares of
Class A Common Stock or Class B Common Stock (as the case may be), so that such
legend may be placed thereon.
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Section 4. Further Action. At any time and from time to time, each
of the Stockholders and the Company agrees to take such actions and to execute
and deliver such documents as may be reasonably necessary to effectuate the
purposes of this Agreement.
Section 5. Modification. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof,
supersedes all existing agreements among them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.
Section 6. Notices. All notices and other communications given or
made pursuant hereto shall be deemed to have been given or made if in writing
and delivered personally, sent by registered or certified mail (postage prepaid,
return receipt requested) to the parties at the addresses set forth in the
preamble hereof or to such other persons or at such other addresses as shall be
furnished by any party by like notice to the other, and such notice or
communication shall be deemed to have been given or made as of the date so
delivered or mailed.
Section 7. Waiver. Any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
Section 8. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the Company and its successors and
assigns. No Stockholder may
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sell, assign, transfer, or otherwise convey any of his or her rights or duties
under this Agreement, except pursuant to Section 2 hereof. The provisions of
this Agreement shall be binding upon and inure to the benefit of the
Stockholders and their respective permitted transferees, assigns, heirs, and
personal representatives.
Section 9. Jurisdiction. Each party hereto irrevocably consents to
the jurisdiction of the courts of the State of New York located in New York City
and the United States District Court for the Southern District of New York in
connection with any action or proceeding arising out of or relating to this
Agreement.
Section 10. Headings. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
Section 11. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Section 12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to its conflict of laws principles.
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IN WITNESS WHEREOF, the undersigned have set their names as of the
date first set forth above.
/s/ Xxxxx Karan /s/ Xxxxx Xxxx
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XXXXX KARAN XXXXX XXXX
/s/ Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxx
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XXXXXXX XXXXX XXXXX X. XXXX
XXXXX KARAN INTERNATIONAL INC.
By /s/ Xxxx X. Idol
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Name: Xxxx X. Idol
Title: Chief Executive Officer
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