EXHIBIT 3
STOCKHOLDERS AGREEMENT
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THIS STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of July ___, 1997, by
and among: (i) Xxxxxx Equities Corp., a New York corporation, Whitehall
Properties, LLC, a New York limited liability company and Kabuki Partners ADP,
GP, a New York general partnership (collectively, the "Manocherian Entities"),
(ii) MBF Capital Corp., a New York corporation, MBF Broadband Systems, L.P., a
New York limited partnership, MBF Broadband Investments, L.P., a New York
limited partnership and Xxxx X. Xxxxxx (collectively, the "Xxxxxx Entities"),
and (iii) those entities listed on Exhibit "A" attached hereto (collectively,
the "Xxxxxx Entities"). Each of the Manocherian Entities, the Xxxxxx Entities
and the Xxxxxx Entities is sometimes referred to herein as an "Entity."
WHEREAS:
The Xxxxxx Entities, Manocherian Entities and Xxxxxx Entities (each a "Party",
collectively, the "Parties") are among the parties to a certain Stockholders
Agreement dated as of July ___, 1997 (the "Logi Agreement"), pursuant to which
they have agreed to purchase those interests in an entity known as Logimetrics,
Inc. ("Logi") shown on Exhibit "B" attached hereto;
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As provided in the Logi Agreement and the other agreements referred to or
contemplated therein, various groups or "Purchasers" have acquired or
contemplated certain rights and incurred certain obligations including
"tag-along" rights as defined in Section 2.1 of the Logi Agreement;
The Parties, being among the "Purchasers," wish to set forth a further
agreement, as among themselves, with respect to such "tag-along rights."
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I
Definitions
Except as expressly provided herein, defined terms used herein shall have the
meanings provided in the Logi Agreement.
ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in Section 2.2, below, no Party
(an "Initiating Party") shall enter into a Contract to Transfer, arrange for the
Transfer of or Transfer to any Person, directly or indirectly, any Shares,
unless all Parties are given the opportunity to Transfer all of the Shares then
owned by each of them (including without limitation Shares
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issuable upon exercise of Rights then owned by each of them) concurrently with
such proposed Transfer on terms identical to those applicable to such proposed
Transfer (the "Tag-Along Rights").
(b) No opportunity shall be deemed to have been given to any Party for purposes
of Section 2.1(a) unless:
(i) such Party shall have received written notice from the Initiating Party
setting forth the material terms of the proposed Transfer (a "Tag-Along
Notice"), and shall have been given at least 10 days after receipt of such
Tag-Along Notice to exercise its rights contained in this Section 2.1 by
given written notice thereof to the Initiating Party (a "Tag-Along Exercise
Notice"),
(ii) if such Party is then the holder of any Rights, it shall be permitted
to exercise, convert or exchange such Rights strictly in accordance with
the terms thereof,
(iii) the terms on which the Initiating Party actually sells its Shares are
not more favorable to the Initiating Party, then the terms set forth in the
Tag- Along Notice given by its pursuant to claus (i) above,
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(iv) the Person to which the applicable Transfer is proposed to be made
makes an offer to all of the Parties to purchase all outstanding Shares
then owned by the Parties (including Shares issuable upon the exercise,
conversion or exchange of Rights) that [A] is distributed in writing to all
Parties, [B] is open for acceptance by all Parties for a period of at least
10 business days after such distribution, [C] provides for per Share
consideration identical to that being paid in the Transfer to each Party
who accepts such offer, and
(v) the Person to which the Initiating Party Transfers its Shares
purchases, at or prior to the time of purchase of such Shares, from each
Person exercising his or its rights pursuant to this Section 2.1, at least
such number of Shares as such Person shall specify in the notice given by
such Person pursuant to clause (i), above.
(c) The Initiating Party and any proposed Transferor shall have the right, in
their sole discretion, at all times prior to consummation of any proposed
Transfer, to abandon any such proposed Transfer whereupon all Tag-Along rights
with respect to such proposed Transfer shall terminate, and neither the
Initiating Party nor any proposed Transferees shall have any liability or
obligation to any Party with respect thereto.
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(d) In determining the consideration paid for purposes hereof, the aggregate
purchase price shall be increased to the extent that the Initiating Party or its
Affiliates shall receive or be entitled to receive or direct the payment of
additional consideration of any form in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If a Party does not timely deliver a Tag-Along Exercise Notice, such Party
will be deemed to have waived its rights with respect to the proposed Transfer
described in the Tag-Along Notice and the Initiating Party shall have 30 days
after the expiration date for the delivery of such Tag-Along Exercise Notice in
which to Transfer not more than the number of Shares described in the Tag-Along
Notice on terms not more favorable to the Initiating Party than were set forth
in the Tag-Along Notice. If, at the end of such 30-day period, the Initiating
Party has not completed the Transfer of its Shares in accordance with the terms
described in the Tag-Along Notice, then all of the restrictions on sale or other
disposition contained in this Agreement with respect to shares beneficially
owned by the Initiating Party shall again be in effect.
Section 2.2. Exceptions. The provisions of Section 2.1 shall not apply to any
Transfer:
(i) to another Entity or to an Affiliate with or without consideration, or
by inter vivos gift,
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qualified domestic relations order, or testamentary bequest, or
(ii) to one or more of the Purchaser's Relatives or, with or without
consideration, to any Affiliate of any Purchaser
provided, however, that any transferee pursuant to either clause (i) or clause
(ii), above, shall expressly agree in writing in an instrument satisfactory to
the Parties to be bound by the terms of this Agreement. Any Shares, or any
interest therein, Transferred pursuant to this Section 2.2 shall continue to be
subject to the terms of this Agreement.
ARTICLE III
Acknowledgement and Waiver
Each Party, on its own behalf and on behalf of its associated Entities, hereby
acknowledges that it has had a full opportunity to conduct such examination of
the records and affairs of Logi as it sees fit and consult with counsel with
respect thereto, has made the decision to invest in Logi and enter into the Logi
Agreement and the other agreements referred to or contemplated therein (the
"Investment") based on such examination, and in so doing has not relied on any
representation or warranty of any other Party or Entity. Each of the Parties, on
its own behalf and on behalf of its associated Entities, hereby releases the
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others and their respective officers, directors, employees and agents, from and
against any claims, losses, liabilities, damages and costs (including, without
limitation, reasonable attorneys' fees and expenses) that may arise as a result
of the Investment.
ARTICLE IV
Miscellaneous
Section 4.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement may not be assigned by
operation of law or otherwise and any attempted assignment shall be null and
void, except that, any Party may assign its rights hereunder, in whole but not
in part, in connection with a Transfer of Shares made in compliance with all of
the provisions of this Agreement.
Section 4.2. Expenses. Each party hereby shall pay its own expenses incident to
this Agreement and the transactions contemplated hereby.
Section 4.3. Amendment; Waiver. (a) This Agreement may be amended only by a
written instrument duly executed by the Parties.
(b) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this
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Agreement or to exercise any right to remedy consequent upon breach thereof
shall constitute a waiver of any such breach, any such waiver being effective
only if contained in a writing executed by the waiving party.
Section 4.4. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
or by courier, three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested), or when received by
facsimile transmission if promptly confirmed by one of the foregoing means, as
provided in the Logi Agreement.
Section 4.5. Applicable Laws; Jurisdiction. The provisions of the Logi Agreement
with respect to applicable law and submission to jurisdiction shall govern among
the Parties with respect to any dispute arising hereunder or with respect
hereto.
Section. 4.6. Integration. This Agreement and the Logi Agreement and the further
documents referred to or contemplated therein contain the entire understanding
of the Parties with respect to its subject matter and supersede all prior
agreements and understandings between the parties with respect to the subject
matter of this Agreement.
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Section 4.7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
XXXXXX EQUITIES CORPORATION, a New York corporation
/s/ Xxxx Xxxxxxxxxxx
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By: Xxxx Xxxxxxxxxxx
Its: Vice President
WHITEHALL PROPERTIES, LLC, a New York limited liability
corporation
/s/ Xxxx Xxxxxxxxxxx
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By: Xxxx Xxxxxxxxxxx
Its: Manager
KABUKI PARTNERS ADP, GP, a New York general partnership
/s/ Xxxx Xxxxxxxxxxx
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By: Xxxx Xxxxxxxxxxx
Its: General Partner
MBF CAPITAL CORP., a New York corporation
/s/ Xxxx X. Xxxxxx
----------------------------------------
By:
Its:
MBF BROADBAND SYSTEMS, LP, a New York limited partnership
/s/ Xxxx X. Xxxxxx
----------------------------------------
By:
Its:
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
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CRM ENTITIES PER EXHIBIT A
By:/s/ Xxxxxx X. Xxxxxxx III
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Xxxxxx X. Xxxxxxx III
A.C. ISRAEL ENTERPRISES, INC.
By:/s/ Xxx Xxxxxx VP
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Exhibit A
CRM Entities
Xxxxxx Xxxxxxxxx XxXxxxx, Inc.
L.A.D. Equity Partners, L.P.
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx, III
XxXxxxx Family Partnership
CRM Enterprise Fund, LLC
CRM Partners, LP
CRM Retirement Partners, LP
CRM Madison Partners, LP
CRM U.S. Value Fund, Ltd.
CRM Eurycleia Partners, LP
CRM-EFO Partners, LP
Xxxxxxx X. Xxxx, Xx.
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