Exhibit 2.19
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT, dated as of February 8, 1999 (this
"Agreement"), by Xxx Xxxxxx ("Stockholder") to and for the benefit of Players
International, Inc., a Nevada corporation ("Seller").
WHEREAS, as of the date hereof, Stockholder owns of record and
beneficially 0 shares (such shares, together with any other voting or equity
securities of Jackpot Enterprises, Inc., a Nevada corporation ("Buyer"),
hereafter acquired by Stockholder prior to the termination of this Agreement,
being referred to herein collectively as the "Shares") of common stock, par
value $0.01 per share ("Buyer Common Stock");
WHEREAS, concurrently with the execution of this Agreement, Buyer, JEI
Merger Corp., a Nevada corporation and an indirect wholly-owned subsidiary of
Buyer ("Merger Sub"), and Seller are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms
used and not otherwise defined herein shall have the respective meanings
assigned to them in the Merger Agreement), pursuant to which, upon the terms and
subject to the conditions thereof, Merger Sub will be merged with and into
Seller such that Seller will become an indirect wholly-owned subsidiary of Buyer
(the "Merger"); and
WHEREAS, as a condition to the willingness of Seller, Buyer and Merger
Sub to enter into the Merger Agreement, Seller has requested the Stockholder
agree, and in order to induce Seller to enter into the Merger Agreement the
Stockholder is willing to agree, to vote in favor of the issuance of the Buyer
Common Stock pursuant to the Merger Agreement, upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this Agreement in
accordance with the terms hereof, Stockholder hereby agrees that, at the Buyer
Stockholders' Meeting or any other meeting of the stockholders of Buyer, however
called, and in any action by written consent of the stockholders of Buyer,
Stockholder will vote all of his or her respective Shares (a) in favor of the
issuance of the Buyer Common stock pursuant to the Merger Agreement and approval
of the Merger and the other transactions contemplated by the Merger Agreement
and (b) in favor of any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement and considered and voted upon
by the stockholders of Buyer (or any class thereof). In addition, Stockholder
agrees that it will, upon request by Seller, furnish written confirmation, in
form and substance reasonably acceptable to Seller, of such Stockholder's vote.
Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
Notwithstanding the foregoing, this Agreement shall not
limit or affect in any way Stockholder's rights with respect to the election of
directors of Buyer.
Section 2. PROXY. Subject to any required approval under the Buyer
Gaming Laws, the Stockholder, by this Agreement, does hereby constitute and
appoint Seller, or any nominee of Seller, with full power of substitution, as
such Stockholder's irrevocable proxy and attorney-in-fact to vote the Shares as
indicated in SECTION 1, in the event such Stockholder fails to comply with its
obligations under such section. Each Stockholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy and hereby revokes any proxy previously granted by it with respect to
its Shares.
Section 3. TRANSFER OF SHARES. Stockholder represents and warrants that
it has no present intention of taking action, prior to the termination of this
Agreement in accordance with the terms hereof, to, directly or indirectly, (a)
sell, assign, transfer (including by merger, testamentary disposition,
interspousal disposition pursuant to a domestic relations proceeding or
otherwise by operation of law), pledge, encumber or otherwise dispose of any of
the Shares, (b) deposit any of the Shares into a voting trust or enter into a
voting agreement or arrangement with respect to the Shares or grant any proxy or
power of attorney with respect thereto which is inconsistent with this Agreement
or (c) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
merger, testamentary disposition, interspousal disposition pursuant to a
domestic relations proceeding or otherwise by operation of law) or other
disposition of any Shares.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder
hereby represents and warrants to Seller with respect to himself or herself and
his or her ownership of the Shares as follows:
(a) OWNERSHIP OF SHARES. On the date hereof, the Shares are owned of
record and beneficially by Stockholder. Stockholder has sole voting power,
without restrictions, with respect to all of the Shares.
(b) POWER, BINDING AGREEMENT. Stockholder has the legal capacity, power
and authority to enter into and perform all of his or her obligations under
this Agreement. The execution, delivery and performance of this Agreement by
Stockholder will not violate any other agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders'
agreement, partnership agreement or voting trust. This Agreement has been
duly and validly executed and delivered by Stockholder and constitutes a
valid and binding obligation of Stockholder, enforceable against Stockholder
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
(c) NO CONFLICTS. The execution and delivery of this Agreement do not,
and the consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, any provision of any loan or credit agreement, note,
bond, mortgage, indenture, lease, or other agreement, instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Stockholder or any of his or her
properties or assets, other than such conflicts, violations or defaults or
terminations, cancellations or accelerations which individually or in the
aggregate do not materially impair the ability of Stockholder to perform his
or her obligations hereunder. Subject to Buyer Gaming Laws, no consent,
approval, order or authorization of, or registration, declaration, or filing
with, any governmental entity is required by or with respect to the
execution and delivery of this Agreement by Stockholder and the consummation
by Stockholder of the transactions contemplated hereby.
Section 5. TERMINATION. This Agreement shall terminate upon the
earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; PROVIDED that the
provisions of Sections 6 and 7 of this Agreement shall survive any termination
of this Agreement; and PROVIDED FURTHER that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 6. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 7. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the parties
with respect thereto. This Agreement may not be amended, modified or
rescinded except by an instrument in writing signed by each of the parties
hereto.
(b) 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. 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 to
the fullest extent permitted by applicable law in a mutually acceptable
manner in order that the terms of this Agreement remain as originally
contemplated to the fullest extent possible.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to the principles of
conflicts of law thereof.
(d) This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
[STOCKHOLDER'S NAME]
/s/ Xxx Xxxxxx
--------------------
Agreed and Acknowledged:
PLAYERS INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
By: Xxxxxx X. Xxxxxxxx
Its: President
