Exhibit 10.54
TERMINATION AGREEMENT FOR
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT
Termination Agreement, dated as of May 23, 1997, by and among Clearview
Cinema Group, Inc. (the "Company"), CMNY Capital II, L.P., MidMark Capital,
L.P., A. Xxxx Xxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxxxxx Cinema, Inc., Xxxx
Xxx, Xxxxx Xxx and Xxxxx X. Xxxxxx.
WHEREAS, the parties hereto are parties to a Stockholders and
Registration Rights Agreement, dated as of May 29, 1996, as amended (the
"Agreement"); and
WHEREAS, the Company is contemplating an initial public offering (the
"Offering") of shares of its Common Stock, $.01 par value, pursuant to a
registration statement on Form SB-2 to be filed with the Securities and Exchange
Commission on May 27, 1997; and
WHEREAS, the proposed managing underwriter for the Offering has
requested that, in connection with the Offering, the Agreement be terminated and
that the parties thereto enter into a new registration rights agreement; and
WHEREAS, the parties hereto are executing a new registration rights
agreement as of the date hereof and are willing to terminate the Agreement in
connection with the Offering.
NOW, THEREFORE, the parties hereto, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, agree as follows:
1. Effective as of immediately prior to the consummation of the
Offering, all rights and obligations of the parties hereto under the Agreement
shall terminate and the Agreement shall have no further force and effect.
2. This Termination Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof. Any changes in or
additions to this Termination Agreement may be made only upon the written
consent of all parties hereto.
3. This Termination Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
4. This Termination Agreement shall be construed and enforced in
accordance with the laws of the state of Delaware without regard to any of its
principles of conflicts of law.
5. This Termination Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement as of the date first set forth above.
MIDMARK CAPITAL, L.P. CLEARVIEW CINEMA GROUP, INC.
By: MidMark Associates, Inc.
General Partner
By: By:
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Xxxxx Xxxxxx A. Xxxx Xxxx
President President
XXXXXXX CINEMA, INC. CMNY CAPITAL II, L.P.
By: By:
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Xxxx Xxxxxx Xxxxxx X. Xxxxxxxx
President General Partner
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Xxxx Xxx A. Xxxx Xxxx
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Xxxxx Xxx Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxx
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Xxxxx X. Xxxxxx
