EXHIBIT 3
to SCHEDULE 13D
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STOCKHOLDERS AGREEMENT
by and between
Xxxxxxx X. XxXxxxx,
The Xxxxxxx X. XxXxxxx Irrevocable Trust,
and
Invemed Catalyst Fund, L.P.
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Dated: August 30, 2001
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TABLE OF CONTENTS
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STOCKHOLDERS AGREEMENT.........................................................1
ARTICLE I DEFINITIONS..........................................................1
1.1 Definitions..................................................1
ARTICLE II [intentionally omitted].............................................3
ARTICLE III CORPORATE GOVERNANCE...............................................3
3.1 General......................................................3
3.2 Stockholder Actions..........................................3
3.3 Election of Directors; Number and ...........................4
3.4 Removal and Replacement of Director..........................4
3.5 Reimbursement of Expenses; D&O Insurance.....................4
ARTICLE IV MISCELLANEOUS.......................................................5
4.1 Notices......................................................5
4.2 Successors and Assigns; Third Party Beneficiaries............5
4.3 Amendment and Waiver.........................................5
4.4 Counterparts.................................................5
4.5 Specific Performance.........................................5
4.6 Headings.....................................................6
4.7 GOVERNING LAW................................................6
4.8 Severability.................................................6
4.9 Rules of Construction........................................6
4.10 Entire Agreement.............................................6
4.11 Term of Agreement............................................6
4.12 Further Assurances...........................................6
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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated August __,
2001, by and among Xxxxxxx X. XxXxxxx, ("XXXXXXX"), The Xxxxxxx X. XxXxxxx
Irrevocable Trust (the "SELLER") and Invemed Catalyst Fund, L.P., a Delaware
limited partnership ("ICF").
WHEREAS, pursuant to the Stock Purchase Agreement, dated the
date hereof (the "STOCK PURCHASE AGREEMENT"), by and between the Seller and ICF,
the Seller has agreed to sell to ICF an aggregate of 1,886,793 shares of Class A
common stock, par value $0.01 per share, of World Wrestling Federation
Entertainment, Inc. (the "COMPANY"); and
WHEREAS, in order to induce ICF to enter into the Stock
Purchase Agreement, the Seller and XxXxxxx have agreed to provide for certain
rights to ICF as specified herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
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1.1 DEFINITIONS. As used in this Agreement, and unless
the context requires a different meaning, the following terms have the meanings
indicated:
"AFFILIATE" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act. In addition, any partner or member, as the case may be, of ICF shall be
deemed to be an Affiliate of ICF.
"AGREEMENT" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" means the
Amended and Restated Certificate of Incorporation of the Company.
"BOARD OF DIRECTORS" means the board of directors of the
Company.
"CHARTER DOCUMENTS" means the Amended and Restated Certificate
of Incorporation and the by-laws of the Company each as in effect on the date
hereof.
"COMMISSION" means the United States Securities and Exchange
Commission or any similar agency then having jurisdiction to enforce the
Securities Act.
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"CLASS A COMMON STOCK" means the Class A Common Stock, par
value $0.01 per share, of the Company or any other capital stock of the Company
into which such stock is reclassified or reconstituted.
"CLASS B COMMON STOCK" means the Class B Common Stock, par
value $0.01 per share, of the Company or any other capital stock of the Company
into which such stock is reclassified or reconstituted.
"COMMON STOCK EQUIVALENTS" means any security or obligation
which is by its terms convertible, exchangeable or exercisable into or for
shares of Class A Common Stock, including, without limitation, the Class B
Common Stock, the Preferred Stock, if and when authorized and issued by the
Company, and any option, warrant or other subscription or purchase right with
respect to Class A Common Stock.
"COMPANY" has the meaning set forth in the preamble to this
Agreement.
"EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission thereunder.
"GOVERNMENTAL AUTHORITY" means the government of any nation,
state, city, locality or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.
"ICF" has the meaning set forth in the preamble to this
Agreement.
"ICF DIRECTOR" has the meaning set forth in Section 3.3.
"ICF STOCKHOLDER" means ICF and any Affiliate thereof to whom
Shares are transferred for so long as it remains an Affiliate.
"LIEN" means any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or preference,
priority, right or other security interest or preferential arrangement of any
kind or nature whatsoever (excluding preferred stock and equity related
preferences).
"XXXXXXX STOCKHOLDERS" means Xxxxxxx X. XxXxxxx, The Xxxxxxx
X. XxXxxxx Irrevocable Trust, and any "Affiliate of the Initial Class B
Stockholder" (as defined in the Amended and Restated Certificate of
Incorporation) thereof to whom Shares are transferred, and the term "XXXXXXX
STOCKHOLDER" shall mean any such Person.
"PERSON" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, Governmental Authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.
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"PREFERRED STOCK" means the Preferred Stock of the Company,
par value $0.01 per share.
"SECURITIES ACT" means the United States Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated
thereunder.
"SELLER" has the meaning set forth in the preamble to this
Agreement.
"SHARES" means, with respect to the XxXxxxx Stockholders and
the ICF Stockholder, all shares, whether now owned or hereafter acquired, of
Class A Common Stock, Class B Common Stock and Preferred Stock, and any other
Common Stock Equivalents owned thereby.
"STOCK PURCHASE AGREEMENT" has the meaning set forth in the
recitals to this Agreement.
"STOCKHOLDERS" means each of the XxXxxxx Stockholders and the
ICF Stockholder and the term "STOCKHOLDER" shall mean any such Person.
"STOCKHOLDERS MEETING" has the meaning set forth in Section
3.1.
"TRANSFER" shall mean to sell, give, assign, hypothecate,
pledge, encumber, grant a security interest in or otherwise dispose of (whether
by operation of law or otherwise).
"WRITTEN CONSENT" has the meaning set forth in Section 3.1.
ARTICLE II
[intentionally omitted]
ARTICLE III
CORPORATE GOVERNANCE
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3.1 GENERAL. From and after the execution of this
Agreement, each Stockholder shall vote his, her or its Shares at any regular or
special meeting of stockholders of the Company (a "STOCKHOLDERS Meeting") or in
any written consent executed in lieu of such a meeting of stockholders (a
"WRITTEN Consent"), and shall take all other actions necessary, to give effect
to the provisions of this Agreement (including, without limitation, Section 3.3
hereof) and to ensure that the Charter Documents do not, at any time hereafter,
conflict in any respect with the provisions of this Agreement.
3.2 STOCKHOLDER ACTIONS. In order to effectuate the
provisions of this Article III, each Stockholder (a) hereby agrees that when any
action or vote is required to be taken by such Stockholder pursuant to this
Agreement, such Stockholder shall use his, her or its reasonable best efforts to
call, or cause the appropriate officers and directors of the Company to call, a
Stockholders Meeting, or to execute or cause to be executed a
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Written Consent to effectuate such stockholder action, (b) shall use his, her or
its reasonable best efforts to cause the Board of Directors to adopt, either at
a meeting of the Board of Directors or by unanimous written consent of the Board
of Directors, all the resolutions necessary to effectuate the provisions of this
Agreement, and (c) shall use his, her or its reasonable best efforts to cause
the Board of Directors to cause the Secretary of the Company, or if there be no
secretary, such other officer of the Company as the Board of Directors may
appoint to fulfill the duties of Secretary, not to record any vote or consent
contrary to the terms of this Article III.
3.3 ELECTION OF DIRECTORS; NUMBER AND COMPOSITION. As
long as the ICF Stockholder continues to own at least 650,000 shares of Class A
Common Stock (subject to adjustments if the Company pays a dividend in shares of
Class A Common Stock or distributes shares of Class A Common Stock to the
holders of Class A Common Stock, subdivides or combines the Class A Common
Stock), each Stockholder shall vote its Shares at any Stockholders Meeting
called for the purpose of filling the positions on the Board of Directors, or in
any Written Consent executed for such purpose, and take all other actions
necessary to ensure the election to the Board of Directors of Xxxxxxx X. Xxxxxxx
(the "ICF Director") or, if he is unable or unwilling to so serve, one
individual designated by ICF of standing within the business world reasonably
comparable to that of Xx. Xxxxxxx (a "Qualified Successor"). Xx. Xxxxxxx or the
Qualified Successor shall also consent to serve on any Board of Directors
committee designated by the Company. Nothing contained in this Agreement shall
preclude any Stockholder from voting to remove for cause Xx. Xxxxxxx or any
Qualified Successor.
3.4 REMOVAL AND REPLACEMENT OF DIRECTOR.
(a) REMOVAL OF DIRECTORS. If at any time the ICF
Stockholder notifies other Stockholders of its wish to remove at any time for
cause the ICF Director, then each Stockholder shall vote all of his, her or its
Shares so as to remove such ICF Director.
(b) REPLACEMENT OF DIRECTORS.
(i) If at any time, a vacancy is created
on the Board of Directors by reason of the incapacity, death, removal (by reason
of the last sentence of Section 3.3, Section 3.4(a) or otherwise) or resignation
of the ICF Director, then the ICF Stockholder shall designate a Qualified
Successor and the Stockholders shall use their reasonable best efforts to cause
the Board of Directors to appoint such Qualified Successor to fill the vacancy
until the next Stockholders Meeting.
(ii) Upon receipt of notice of the
designation of a nominee pursuant to Section 3.4(b)(i), each Stockholder shall,
as soon as practicable after the date of such notice, take all reasonable
actions, including the voting of his, her or its Shares, to elect the Qualified
Successor so designated to fill the vacancy.
3.5 REIMBURSEMENT OF EXPENSES; D&O INSURANCE. The XxXxxxx
Stockholders shall use their reasonable efforts to cause the Company to
reimburse the
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ICF Stockholder or their respective designees, for all reasonable travel and
accommodation expenses incurred by the ICF Director in connection with the
performance of his or her duties as a director of the Company upon presentation
of appropriate documentation therefor. Each Stockholder shall use reasonable
efforts to cause the Company to, maintain a directors' liability insurance
policy that is acceptable to the Board of Directors.
ARTICLE IV
MISCELLANEOUS
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4.1 NOTICES. All notices, demands or other communications
provided for or permitted hereunder shall be made in accordance with the
provisions of and at the address of the party to which such communication is
addressed set forth in Section 6.3 of the Stock Purchase Agreement.
4.2 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES.
This Agreement shall inure to the benefit of and be binding upon successors and
permitted assigns of the parties hereto who are simultaneously being transferred
Shares. Each ICF Stockholder shall be entitled to the benefits of this
Agreement. No Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.
4.3 AMENDMENT AND WAIVER.
(a) No failure or delay on the part of any party
hereto in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
parties hereto at law, in equity or otherwise.
(b) Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by any party from the terms of any
provision of this Agreement, shall be effective only if it is made or given in
writing and signed by the ICF Stockholder and the XxXxxxx Stockholders.
4.4 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
4.5 SPECIFIC PERFORMANCE. The parties hereto intend that
each of the parties have the right to seek damages or specific performance in
the event that any other party hereto fails to perform such party's obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against
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whom such action or proceeding is brought hereby waives any claim or defense
therein that the plaintiff party has an adequate remedy at law.
4.6 HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
4.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
4.8 SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.
4.9 RULES OF CONSTRUCTION. Unless the context otherwise
requires, references to sections or subsections refer to sections or subsections
of this Agreement.
4.10 ENTIRE AGREEMENT. This Agreement, together with the
exhibits hereto, is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises,
representations, warranties or undertakings, other than those set forth or
referred to herein or therein. This Agreement, together with the exhibits
hereto, supersede all prior agreements and understandings among the parties with
respect to such subject matter.
4.11 TERM OF AGREEMENT. This Agreement shall become
effective upon the execution hereof and shall terminate upon the earlier of (i)
the date that the ICF Stockholder owns less than 650,000 shares of Class A
Common Stock (subject to adjustments if the Company pays a dividend in shares of
Class A Common Stock or distributes shares of Class A Common Stock to the
holders of Class A Common Stock, subdivides or combines the Class A Common
Stock) and (ii) the twentieth anniversary of the date hereof.
4.12 FURTHER ASSURANCES. Each of the parties shall, and
shall cause their respective Affiliates to, execute such documents and perform
such further acts as may be reasonably required or desirable to carry out or to
perform the provisions of this agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Stockholders Agreement on the date first written
above.
/s/ Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx
The Xxxxxxx X. XxXxxxx Irrevocable Trust
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Trustee
By: Invemed Catalyst GenPar, LLC,
its general partner
By: Gladwyne Catalyst GenPar, LLC,
its managing member
/s/ Xxxxxxx Present
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Name: Xxxxxxx Present
Title: Member
