Common Contracts
2 similar Merger Agreement contracts by Cole Kenneth Productions Inc
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of (i) Cole Family Holdco, LLC (the “Investor”) and Kenneth D. Cole (“KDC”) to jointly and severally purchase equity securities of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”) and (ii) the Family Stockholders (as defined in the Merger Agreement) to effectuate, and cause the Investor, Parent and KCP Acquisitions, Inc. (“Intermediate Holdco”) to effectuate, the transactions contemplated by the Rollover Agreement, attached hereto as Exhibit A, and the Exchange Agreement, attached hereto as Exhibit B, immediately prior to the Effective Time
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of (i) Cole Family Holdco, LLC (the “Investor”) and Kenneth D. Cole (“KDC”) to jointly and severally purchase equity securities of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”) and (ii) the Family Stockholders (as defined in the Merger Agreement) to effectuate, and cause the Investor, Parent and KCP Acquisitions, Inc. (“Intermediate Holdco”) to effectuate, the transactions contemplated by the Rollover Agreement, attached hereto as Exhibit A, and the Exchange Agreement, attached hereto as Exhibit B, immediately prior to the Effective Time
