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Settlement Agreement

 

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Title:

Settlement Agreement

Entities:

Nussdorf Glenn H

Date:

2007

Size:

Preview shows 15KB of 51KB total

Price:

$41

ID:

#2707190

 

 

► Legal ► Settlement Agreements

 

 

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SETTLEMENT AGREEMENT

 

SETTLEMENT AGREEMENT, dated as of February 6, 2007 ("Agreement"), by and among Glenn Nussdorf ("Nussdorf"), Parlux Fragrances, Inc., a Delaware corporation (the "Company"), and Ilia Lekach ("Lekach").

WHEREAS, Nussdorf has commenced a consent solicitation (the "Consent Solicitation") to remove, without cause, all existing members of the Company's Board of Directors (the "Board") and to elect his nominees to the Board; and

WHEREAS, the Company has filed a lawsuit in the United States District Court for the Southern District of New York against Quality King Distributors, Inc., Model Reorg, Inc., Nussdorf, Michael Katz, Joshua Angel, Anthony D'Agostino, Neil Katz and Robert Mitzman (each a "Defendant" and collectively, the "Defendants"), alleging violations of antitrust and securities laws in connection with the Consent Solicitation (the "Litigation"); and

WHEREAS, Lekach is ceasing to serve as the Company's Chief Executive Officer and is agreeing to serve as a consultant to the Company; and

WHEREAS, each of the parties hereto has determined that its or their respective best interests, and in the case of the Company, the best interest of its stockholders, would be served by entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and representations set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

 

1.

Certain Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

"2007 Meeting" shall have the meaning set forth in paragraph 6(d).

"2008 Meeting" shall have the meaning set forth in paragraph 6(a).

"Agreement" shall have the meaning set forth in the preamble.

"Acquisition Proposal" means any bona fide proposal, whether or not in writing, for the (i) direct or indirect acquisition or purchase of a business or assets that constitutes 20% or more of the net revenues, net income or the assets (based on the fair market value thereof) of the Company and its subsidiaries, taken as a whole, (ii) direct or indirect acquisition or purchase of 20% or more of any class of equity securities or capital stock of the Company or any of its subsidiaries whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a

 

 



 

 

whole, (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning 20% or more of any class of equity securities of the Company or any of its subsidiaries or such Person or Persons owning 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole.

"Affiliates" and "Associates" have the meanings set forth in Rule 12b-2 under the Exchange Act, and includes Persons who become Affiliates or Associates of another Person after the date of this Agreement, provided, however, with respect to Nussdorf, the parties agree that the term Affiliate shall include Quality King Distributors, Inc. and Model Reorg, Inc. For purposes of this Agreement, the term Affiliate shall not include ECMV unless and until Nussdorf and his Affiliates and Associates beneficially own in excess of 50% of the equity securities entitled to vote in the election of directors of ECMV.

"Board" shall have the meaning set forth in the recitals.

"Buttacavoli" shall have the meaning set forth in paragraph 6(b).

"Company" shall have the meaning set forth in the preamble.

"Company Releasees" shall have the meaning set forth in paragraph 10(a).

"Consent Solicitation" shall have the meaning set forth in the recitals.

"Consulting Term" shall have the meaning set forth in paragraph 5(a).

"Covered Person" shall have the meaning set forth in paragraph 6(e).

"Defendant" and "Defendants" shall have the meaning set forth in the recitals.

"ECMV" means E Com Ventures, Inc.

"Employment Agreement" shall have the meaning set forth in paragraph 4(b).

"Exchange Act" shall have the meaning set forth in paragraph 8(a).

"Exchange Act Filings" refers to those filings required of a company with a class of equity securities registered under the Exchange Act.

"Guaranty" shall have the meaning set forth in paragraph 12(b).

"Incumbent Director" and "Incumbent Directors" shall have the meaning set forth in paragraph 6(b).

 

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"Lekach" shall have the meaning set forth in the preamble.

"Lekach Releasees" shall have the meaning set forth in paragraph 10(a).

"Lekach Warrants" shall have the meaning set forth in paragraph 4(c).

"Litigation" shall have the meaning set forth in the recitals.

"Moving Party" shall have the meaning set forth in paragraph 14.

"Note" shall have the meaning set forth in paragraph 12(b).

"Nussdorf" shall have the meaning set forth in the preamble.

"Nussdorf Designee" and "Nussdorf Designees" shall have the meaning set forth in paragraph 6(b).

"Nussdorf Releasees" shall have the meaning set forth in paragraph 10(a).

"Person" means any individual, partnership, corporation, limited liability company, group, syndicate, trust, government or agency thereof, or any other association or entity.

"Restricted Business" shall have the meaning set forth in paragraph 5(b).

"Search Committee" shall have the meaning set forth in paragraph 7(b).

"SEC" shall have the meaning set forth in paragraph 8(a).

"Specified Date" shall have the meaning set forth in paragraph 6(c).

"Stephen Nussdorf Lawsuit" shall have the meaning set forth in paragraph 12(b).

"Voting Securities" means the Company's common stock, any preferred stock issued by the Company, and any other securities entitled to vote in the election of directors, or any securities convertible into, or exercisable or exchangeable for, the Company's common stock or other securities, whether or not subject to the passage of time or other contingencies.

"Zebede" shall have the meaning set forth in paragraph 6(b).

2.            Dismissal of Litigation. As promptly as practicable following the execution of this Agreement, the Company shall take all measures necessary to dismiss, as to all Defendants, the Litigation with prejudice and without costs or expenses to any party.

 

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3.            Termination of Consent Solicitation. Nussdorf hereby terminates the Consent Solicitation and agrees not to submit written consents to the Company in connection with the Consent Solicitation.


 

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