SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 14th, 2006 • Weiss Zev • Greeting cards • Ohio
This Security and Pledge Agreement (“Pledge Agreement” or “Agreement”) is dated as of August 11, 2006 by and between 540 INVESTMENT COMPANY LIMITED PARTNERSHIP, a Delaware limited partnership (“Secured Party”), and Zev D. WEISS (“Debtor”).
PURCHASE AGREEMENTPurchase Agreement • August 14th, 2006 • Weiss Zev • Greeting cards • Ohio
THIS PURCHASE AGREEMENT (“Agreement”) is entered into as of this 7th day of July, 2006, by and between JUDITH STONE WEISS, in her capacity as sole Trustee of the IRVING I. STONE TRUST originally dated April 21, 1947, as amended (“Seller”), and ZEV D. WEISS (“Buyer”).
AMENDMENT NO. 1 TO GUARANTY AND VOTING AGREEMENTGuaranty and Voting Agreement • July 5th, 2013 • Weiss Zev • Greeting cards
Amendment No. 1 to Guaranty and Voting Agreement (this “Amendment”), dated as of July 3, 2013, among American Greetings Corporation, an Ohio corporation (the “Guaranteed Party”) and each of the shareholders of the Guaranteed Party listed on the signature pages hereto (each a “Family Shareholder”, and, together with the Guaranteed Party, the “Parties”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 5th, 2013 • Weiss Zev • Greeting cards
Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”), dated as of July 3, 2013, among Century Intermediate Holding Company, a Delaware corporation (“Parent”), Century Merger Company, an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and American Greetings Corporation, an Ohio corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
July 1, 2013Weiss Zev • July 2nd, 2013 • Greeting cards
As you are of course aware, in March of this year we reached a definitive agreement, after prolonged, arm’s-length negotiations, providing for the Weiss Family’s acquisition of American Greetings at the price of $18.20 per share. Peter J. Solomon Company, L.P., your independent financial advisor, rendered an opinion that the price was fair from a financial point of view. The agreed upon price represented a premium of 26.9% to the unaffected closing price of the Class A shares prior to our initial September 2012 proposal.
