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Document Preview Standstill Agreement |
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Title: |
Standstill Agreement |
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Entities: |
Dreamworks Animation SKG, Inc.; Spielberg, Steven; Cravath, Swaine & Moore LLP |
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Date: |
2005 |
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Size: |
22KB total |
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Price: |
$33 |
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ID: |
#1307767 |
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STANDSTILL AGREEMENT
Among
DREAMWORKS ANIMATION SKG, INC.,
STEVEN SPIELBERG,
DW LIPS, L.P.,
M&J K B LIMITED PARTNERSHIP,
DG-DW, L.P.
and
DW INVESTMENT II, INC.
Dated As Of October 27, 2004
STANDSTILL AGREEMENT, dated as of October 27, 2004, among DREAMWORKS ANIMATION SKG, INC., a Delaware corporation (the Company), DW LIPS, L.P., a California limited liability partnership (DW Lips), M&J K B LIMITED PARTNERSHIP, a Delaware limited partnership (M&J K B) (solely for purposes of Section 4.06(b)), DG-DW, L.P., a Delaware limited partnership (DG-DW) (solely for purposes of Section 4.06(b)), DW INVESTMENT II, INC., a Washington corporation (DWI II) (solely for purposes of Section 4.06(b)), and STEVEN SPIELBERG.
WHEREAS, DreamWorks L.L.C., a Delaware limited liability company (DW), and the Company, together with other parties, have entered into a Separation Agreement dated as of October 27, 2004, providing for the separation of the animation business (the Separation) from DW;
WHEREAS, after the Separation, the Company intends to sell shares of its Class A Common Stock, par value $0.01 per share (Class A Stock), in a public offering (the Offering);
WHEREAS, immediately following the consummation of the Offering, DW Lips will own approximately 12% of the Companys issued and outstanding Class A Stock; and
WHEREAS, each of the parties desires to enter into this Agreement (as defined below);
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Definitions
Certain Defined Terms. As used in this Agreement:
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled By or is Under Common Control With, such specified Person.
Agreement means this Standstill Agreement, as it may be amended, supplemented, restated or modified from time to time.
Beneficial Owner or Beneficially Own has the meaning assigned to such term in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Common Stock shall be calculated in accordance with the provisions of such Rule.
Board means the Board of Directors of the Company.
Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in The City of New York.
By-laws means the By-laws of the Company, as amended or restated from time to time.
Charter means the Restated Certificate of Incorporation of the Company, as amended or restated from time to time.
Class A Stock has the meaning assigned to such term in the recitals hereto.
Class B Holder means any Person who shall hold of record shares of Class B Stock.
Class B Stock has the meaning assigned to such term in the Vulcan Stockholder Agreement.
Common Stock has the meaning assigned to such term in the Vulcan Stockholder Agreement.
Company has the meaning assigned to such term in the preamble hereto.
Control (including the terms Controlled By and Under Common Control With) has the meaning assigned to such term in the Charter as in effect at consummation of the Offering.
DG-DW has the meaning assigned to such term in the preamble hereto.
Director means any member of the Board.
DW has the meaning assigned to such term in the recitals hereto.
DW Lips has the meaning assigned to such term in the preamble hereto.
DWI II has the meaning assigned to such term in the preamble hereto.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
Family Group has the meaning assigned to such term in the Vulcan Stockholder Agreement.
Final Allocation has the meaning assigned to such term in the Holdco LLLP Agreement as in effect at consummation of the Offering.
Group has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.
2
Holdco LLLP Agreement means the limited liability limited partnership agreement of Holdco, dated as of October 27, 2004, as it may be amended, supplemented, restated or modified from time to time.
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