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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: |
2004 |
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Size: |
Preview shows 7KB of 26KB total |
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Price: |
$31 |
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ID: |
#1307834 |
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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 [ ], 2004
<PAGE>
STANDSTILL AGREEMENT, dated as of October
[ ], 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 [ ], 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 [ ]% of the Company's 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:
ARTICLE I
Definitions
Section 1.01. 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 Person's
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.
<PAGE>
"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
<PAGE>
"Holdco LLLP Agreement" means the limited liability limited
partnership agreement of Holdco, dated as of October [ ], 2004, as it may be
amended, supplemented, restated or modified from time to time.
"KG Termination Date" has the meaning assigned to such term in
the Vulcan Stockholder Agreement.
"M&J K B" has the meaning assigned to such term in the
preamble hereto.
"Offering" has the meaning assigned to such term in the
recitals hereto.
"Person" has the meaning assigned to such term in the Charter
(as modified in Section 2(f) of Article IV thereof) as in effect at consummation
of the Offering.
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