Exhibit (c)(iv)
VOTING AND SHARE DISPOSITION AGREEMENT dated as of
July 7, 1997 among the persons listed on the
signature pages hereof.
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Certain of the parties hereto currently serve as directors of The MNI
Group Inc., a New Jersey corporation (the "Company"), and/or are also
stockholders of the Company ("Original Stockholders"). The other parties are
▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Donenburg ("New Stockholders").
As a consequence of the merger of the Company's wholly owned
subsidiary, MNI Viasub Inc., with and into K.O.S. Industries, Inc. on the date
hereof, the New Stockholders have acquired shares of common stock of the
Company.
The Original Stockholders and the New Stockholder (collectively, the
"Stockholders") are entering into this Agreement to evidence their
understandings with respect to the voting of all shares of common stock of the
Company owned by each (collectively, "Company Shares") as to the election of
directors, and certain related matters. Contemporaneously with the delivery of
this Agreement, each New Stockholder has been appointed a director of the
Company.
NOW, THEREFORE, the parties agree as follows:
1. VOTING
Each Stockholder agrees to vote all Company Shares over which he
possesses voting power in favor of the election of a slate of directors of the
Company comprised of five or more designees of the Original Stockholders and two
designees of the New Stockholders.
2. NOMINATION OF SLATE
Each Stockholder agrees to use all reasonable efforts to cause
the management of the Company to propose as candidates for the management slate
of directors, nominees comprised of (i) five or more designees of the Original
Stockholders and (ii) two designees of the New Stockholders.
3. PRESENCE FOR QUORUM PURPOSES
Each Stockholder agrees that at any duly called meeting of
Stockholders of the Company called for the purpose, among others, of electing
directors, to use his or its reasonable best efforts to be present in person or
by proxy for purposes of establishing a quorum.
4. LIMITED RESTRAINT ON ALIENATION
The above provisions as to the voting of Company Shares apply to
all Company Shares owned by each Stockholder at the time of voting or other
taking of action but are not intended to, and shall not, except as set forth in
paragraphs 5 and below, limit the freedom of each Stockholder to sell, transfer
or otherwise dispose of any Company Shares owned by him in accordance with
applicable law, but subject to any other contractual limitation agreed to by
such Stockholder.
5. RESTRICTIONS ON DISPOSITION OF ALL SHARES IN ONE OR SERIES OF
RELATED TRANSACTIONS
The Original Stockholders agree with the New Stockholders that
should the Original Stockholders (in one or a series of related non-open market
transactions) contract or agree to sell at any time or from time to time during
the term of this Agreement fifty percent (50%) or more of the Company Shares
they beneficially own as of the date of this Agreement to non-affiliated
persons, they shall afford to the New Stockholders the opportunity to
participate in any such sale on the same terms as the Original Stockholders.
The Original Stockholders, in consideration of the agreement set forth in the
preceding sentence, agree, upon written request by the New Stockholders, to
include the Company Shares owned by the New Stockholders in any sale
contemplated by the preceding sentence on the same terms as the Old
Stockholders. Each of the parties shall endeavor to provide at least ten (10)
business days advance written notice of any proposed sale subject to the
provisions of this paragraph. Any such notice given to the New Stockholders
pursuant to this Paragraph 5 shall set forth the proposed sale price and any
other material terms and conditions of the proposed sale.
6. BINDING ON AFFILIATES
Each Stockholder agrees with the other Stockholders and the
Company that prior to any transfer of Company Shares to any of its Affiliates
(as hereinafter defined), it shall cause such Affiliate to agree in writing to
be bound by the provisions of this Agreement. "Affiliate," as to any
Stockholder, means any member of the family of such Stockholder including
spouse, children and any other person whose primary residence is that of such
Stockholder, any trust for the exclusive benefit of such persons and any
corporation or other entity controlled by such persons.
7. COOPERATION
The parties will cooperate in good faith with each other in
carrying out the provisions of this Agreement.
8. TERM
This Agreement shall remain in full force and effect
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through July 7, 2007; subject to earlier termination in the event (i) the
parties in the aggregate, no longer own more than five percent (5%) of the
outstanding shares of common stock of the Company and (ii) as to any New
Stockholder, if he is no longer employed by the Company, in which event the
remaining New Stockholder shall be entitled to designate one nominee for
election as a Director in accordance with paragraphs 1 and 2 hereof.
9. COUNTERPARTS
This Agreement may be executed in counterparts, each of which
shall constitute an original, and all of which originals, when taken together,
shall constitute one and the same Agreement.
10. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York.
***Balance of Page is Intentionally Left Blank***
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
/s/▇▇▇▇▇▇ ▇▇▇▇ /s/▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
LN INVESTMENT CAPITAL
LIMITED PARTNERSHIP
/s/▇▇▇▇▇▇▇ ▇. Donenburg By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. Donenburg Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing General Partner
ACCEPTED:
THE MNI GROUP INC.
By:/s/▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President
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