SETTLEMENT AGREEMENT
EXHIBIT 10.1
THIS SETTLEMENT AGREEMENT is made and entered into as of September 14, 2007 (“Agreement”) by
and among Regent Communications, Inc.(“Regent”), Xxxxx Investment Management LLC (“RIM”), Xxxxx
Investment Partners Master Fund, L.P.(“RIP”), SMH Capital Inc. (“SMH Capital”), SOF Management, LLC
(“SOF Management”), Xxxxxxx Opportunity Fund, L.P. (“SOF Fund”), Xxxxxxx Opportunity Fund
(Institutional) L.P. (“SOF Fund (Institutional) and Xxx X. Xxxxxxx (“Xx. Xxxxxxx”), and as to
Sections 1.2 and 2.4 only, Xxxx Xxx and Xxxxxx Xxxxxxx Xxxxxx.
For purposes of this Agreement, the term “Company” shall mean Regent and all of its
affiliates, the term “Xxxxx” shall mean RIM, RIP and all of their respective affiliates, the term
“Xxxxxxx” shall mean SMH Capital, SOF Management, SOF Fund, SOF Fund (Institutional), Xx. Xxxxxxx
and all of their respective affiliates, and the term “affiliates” shall mean any officer, director,
employees, investment advisory clients, attorney, agent, assignee, predecessor, successor, parent,
subsidiary, affiliate, division, or related company.
WHEREAS, pursuant to a series of letters dated in the period July 19, 2007 through August 8,
2007, Riley, Sanders, and certain other Regent stockholders have demanded a special meeting of
Regent’s stockholders (the “Proposed Special Meeting”) for the purpose of amending Regent’s bylaws
in certain respects and to expand Regent’s Board of Directors from five directors to nine
directors, and have nominated four individuals for election to fill such newly created positions in
the event that the Regent stockholders would vote to increase the size of the Board;
WHEREAS, the Proposed Special Meeting and related matters have given rise to certain claims
and counterclaims that various parties hereto have asserted against each other in (a) Civil Action
No. 3154-CC pending in the Court of Chancery of the State of Delaware, and (b) Civil Action No.
07-499 pending in the United States District Court for the District of Delaware (collectively, such
Civil Actions are referred to herein as the “Pending Litigation”); and
WHEREAS, the parties to this Agreement mutually agree that it is in their respective best
interests and in the best interests of Regent and Regent’s stockholders to avoid the time, costs,
and disruptions that a potential proxy contest may cause the parties in connection with the
Proposed Special Meeting, to settle the Pending Litigation, to revise the composition of Regent’s
Board of Directors, and to agree on certain related matters, all as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I. COMPOSITION OF BOARD AND BOARD COMMITTEES
1.1 Board Size. In accordance with Regent’s bylaws, Regent’s Board of Directors will
vote to set the number of Directors to serve on the Board at seven as of the date of this
Agreement. Unless approved by a majority of the Board, which approval must include the approval of
either Xxxx Xxx or Xxxxxx Xxxxxxx Xxxxxx, the size of the Board shall remain fixed at seven;
provided, however, that the Board shall not increase or decrease the size of the Board from seven
Directors at any time for a period of one year from the date of this Agreement.
1.2 Appointment of Xxxxx Nominees. No later than the close of business on September
14, 2007, the Nominating and Corporate Governance Committee of Regent’s Board shall review the
qualifications of Xxxxx’x proposed Director nominees, Messrs. Ahn and Xxxxxx, to serve as Directors
on Regent’s Board and to fill the two vacancies created upon the expansion of Regent’s Board to
seven Directors. The Nominating and Corporate Governance Committee’s review shall include without
limitation a telephonic interview by the Committee of the proposed nominees and review of Regent’s
standard director and officer questionnaire as completed by such nominees. Upon completion of its
review, the Nominating and Corporate Governance Committee shall make a recommendation to the full
Board as to the appointment of Messrs. Ahn and Xxxxxx to fill the two vacancies on the Board, and
the Board shall consider such recommendation in good faith immediately thereafter. Messrs. Ahn and
Xxxxxx agree to make themselves available for a telephonic interview and to return the completed
questionnaire no later than the close of business on September 14, 2007.
1.3 Board Committees. Upon the appointment of Messrs. Ahn and Xxxxxx to Regent’s
Board, the Board also immediately will appoint Xx. Xxx to the Board’s Nominating and Corporate
Governance Committee and Xx. Xxxxxx to the Board’s Audit and Compensation Committees. For any
other Board Committee established by the Board at any time, the Board will appoint either Xx. Xxx
or Xx. Xxxxxx to such Committee.
1.4 Effect of Failure to Appoint. If Messrs. Ahn and/or Xxxxxx, or another proposed
Xxxxx nominee in lieu of either or both such individuals, are not appointed to Regent’s Board and
to the appropriate Board Committees as specified in Section 1.3 by 9:00 p.m., Eastern Daylight
Savings Time, on September 14, 2007, then this Agreement shall be null and void.
ARTICLE II. MEETINGS OF REGENT’S STOCKHOLDERS
2.1 Withdrawal of Demand for Special Meeting. By execution of this Agreement and
subject to the satisfaction of the condition specified in Section 1.4, Xxxxx and Xxxxxxx agree that
their demands for the Proposed Special Meeting are cancelled and withdrawn. Xxxxx and Xxxxxxx
waive any failure of Regent to call such Proposed Special Meeting.
2.2 No Change in Bylaws as to Special Meetings. Unless approved by a majority of the
Board, including the approval of at least one of Messrs. Ahn and Xxxxxx, the Board shall not amend
Regent’s bylaws with respect to calling a special meeting of stockholders. This restriction from
amending Regent’s bylaws relating to calling a special meeting will continue for two months after
no designees of Xxxxx serve on Regent’s Board; provided, that, any amendment to Regent’s bylaws
shall not apply retroactively to a special meeting that is validly called prior to the end of such
two month period.
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2.3 2008 Annual Meeting of Stockholders. So long as through the date of Regent’s 2008
Annual Meeting of Stockholders, (a) Xxxxx maintains beneficial ownership of at least 5.0% of
Regent’s outstanding shares of common stock, and (b) Xxxxxxx maintains beneficial ownership of at
least 5.0% of Regent’s outstanding shares of common stock, then Regent’s Board will nominate
Messrs. Ahn and Xxxxxx for reelection to the Board to serve as Directors through Regent’s 2009
Annual Meeting of Stockholders.
2.4 Limitations as to Future Special and Annual Meetings of Stockholders. Without the
consent of a majority of the then current members of Regent’s Board, Riley, Sanders, and Messrs.
Ahn and Xxxxxx agree that they will not call for any special meeting of Regent’s stockholders and
will not nominate any person for election to Regent’s Board at any special or annual meeting of
Regent’s stockholders, or to form or join a group or act in concert with any person or entity to
change the composition of the Board, through one year after the date of this Agreement; provided,
that, for the avoidance of doubt, the foregoing shall not restrict any vote or actions by Messrs.
Ahn and Xxxxxx in their capacity as directors of Regent (including on the Nominating Committee) and
Xxxxx, Xxxxxxx and Messrs. Ahn and Xxxxxx shall not be restricted from voting any shares of, or
giving a proxy or executing a written consent with respect to, their Regent stock in response to a
request from a third party that is not part of a group, as defined in Rule 13d-1, of which Riley,
Sanders, Xx. Xxxxxx or Xx. Xxx is also a member and such actions shall not in and of itself be
deemed to be acting in concert with the person or persons requesting the vote, proxy or written
consent. Notwithstanding the foregoing, the restrictions set forth in this paragraph 2.4 shall
terminate at any time that the Company breaches any of its covenants set forth in Article I,
Section 2.2, or Section 2.3 hereof, nor shall the restrictions set forth in this Section 2.4 apply
to any attorney or agent of Xxxxx or Xxxxxxx who is not subject to the direct or indirect control
of either Xxxxx or Xxxxxxx.
ARTICLE III. ADDITIONAL AGREEMENTS
3.1 Mutual Release of Claims. Upon the satisfaction of the condition specified in
Section 1.4, the parties hereto immediately shall enter into the Release attached hereto as
Exhibit A.
3.2 Dismissal of Pending Litigation. Upon the satisfaction of the condition specified
in Section 1.4, the parties hereto promptly shall dismiss all Pending Litigation with prejudice and
in no event later than the second business day following the satisfaction of such condition, and no
party shall hereafter initiate or encourage any litigation, inquiry, challenge or other proceeding
with respect to any matter encompassed within the Pending Litigation or covered by the Release
attached hereto as Exhibit A.
3.3 No Effect as to Litigation Regarding Any Future Special Meeting. For the
avoidance of doubt, the releases specified in Section 3.1 and the dismissals specified in Section
3.2 will not prevent the parties hereto from litigating with respect to any future special meeting
of Regent’s stockholders or other similar issues regarding the composition of Regent’s Board or
matters then arising under the federal securities laws or the Delaware General Corporation Act
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that may arise after the earlier of (a) the date Messrs. Ahn and Xxxxxx cease to serve on
Regent’s Board, (b) a breach of this Agreement, or (c) one year from the date of this Agreement.
3.4 Costs. Each party hereto agrees to bear its own costs relating to the Pending
Litigation, the Proposed Special Meeting, this Agreement, the Release, and all related matters.
3.5 Public Disclosures. Promptly following the execution of this Agreement, Regent
will prepare and issue a press release announcing the resolution of all matters, which press
release shall be mutually agreeable to all parties hereto (the “Press Release”). Regent also will
promptly file a Form 8-K with the Securities and Exchange Commission to which this Agreement and
the Press Release will be attached as exhibits. This Agreement and the Press Release may be filed
as an exhibit to any amendment required to be filed under Section 13(d) of the Securities Exchange
Act of 1934, as amended, to the Schedule 13Ds filed by Xxxxx and Xxxxxxx. None of the parties
hereto will make any public statements regarding this Agreement and related matters that are
inconsistent with or contrary to the statements in the Press Release. Any statement otherwise
prohibited by this Section 3.5 may nevertheless be made without violating this Agreement if such
statement is either required by applicable law, rule of regulation or is required to be made by the
person seeking to make such statement in order to comply with such party’s fiduciary duties to
Regent or its stockholders, in each case as reasonably determined by such person based on the
advice of outside counsel and upon reasonable prior notice to the parties hereto of the nature of
the statement and the basis pursuant to which it is required to be made.
3.6 Expiration of Covenants and Restrictions. Except as otherwise specifically
provided in this Agreement, all covenants and restrictions set forth herein shall lapse and be of
no further effect at the earlier of (a) such time that no Xxxxx designees serve on Regent’s Board,
or (b) adjournment and close of Regent’s 2009 Annual Meeting of Stockholders.
3.7 References to Xxxxx Designees. All references in this Agreement to either Xx. Xxx
or Xx. Xxxxxx, also shall mean any other person designated by Xxxxx and approved by Regent’s Board
to serve as a Director of Regent.
ARTICLE IV. MISCELLANEOUS
4.1 Binding Agreement. Each term of this Agreement is binding upon the parties hereto
and their respective predecessors, successors, transferees, permitted assignees, insurers, and
reinsurers. If any provision of this Agreement shall be deemed or declared to be unenforceable,
invalid or void, such provision shall not impair any other provision of this Agreement. It is
hereby expressly understood and agreed that the terms of this Agreement are contractual and not
merely recitals.
4.2 Complete Agreement. This Agreement, including the Release attached hereto, sets
forth the entire agreement and understanding of the parties hereto in respect of all matters
contained in this Agreement and the Release, and supersedes all prior and/or contemporaneous oral
or written agreements, representations or understandings of any nature. There are no unwritten
agreements or understandings between the parties.
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4.3 Authority. Each of the parties hereto acknowledges and represents that it has the
full power, authority and capacity to enter into this Agreement and that the person(s) signing this
Agreement on its behalf has the full power, capacity and authority to do so. Each party hereby
represents that it has read the foregoing Agreement, presented it to competent legal counsel for
review, fully understands it, and has executed it voluntarily with full knowledge of its legally
binding effect.
4.4 No Admission of Liability. This Agreement is entered into by the parties for the
sole purpose of effecting a settlement of all matters relating to the Proposed Special Meeting and
the Pending Litigation and nothing herein is intended or shall be construed as an admission of
liability with respect to any claims or allegations made relating to such Proposed Special Meeting
or Pending Litigation.
4.5 Governing Law; Jurisdiction. This Agreement shall be interpreted under and in
accordance with the laws of the State of Delaware without regard to its conflicts of law
provisions. Each of the parties hereto agree that any action or proceeding relating to or arising
out of this Agreement shall be adjudicated exclusively in the courts located in Delaware.
4.6 Injunctive Relief. The parties agree that in the event of any actual or
threatened breach by any other party of any of the provisions contained in this Agreement, the
non-breaching parties shall be entitled to seek immediate temporary injunctive and other equitable
relief, without the necessity of showing actual monetary damages, subject to hearing as soon
thereafter as possible. Nothing contained herein shall be construed as prohibiting any party from
pursuing any other remedies available to it for such breach or threatened breach, including the
recovery of any damages which it is able to prove.
4.7 Amendment. This Agreement may be amended or modified only by a written instrument
duly executed by all of the parties hereto.
4.8 Successors and Assigns. This Agreement shall not be assigned or transferred to
any third party without the prior express written consent of all of the parties. Any permitted
assignment or transfer of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives.
4.9 Section Headings. Section headings are inserted herein for convenience only and
shall not affect any construction or interpretation of this Agreement.
4.10 Counterparts. This Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute but one and the same
instrument.
[Signatures follow on pages 6 and 7]
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IN WITNESS WHEREOF, the parties, each individually or through their duly authorized
representative, have executed this Agreement as of the date first set forth above.
REGENT COMMUNICATIONS, INC. |
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By: | /s/ XXXXXXX X. XXXXXXXX | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
XXXXX INVESTMENT PARTNERS MASTER FUND, L.P. By: Xxxxx Investment Management LLC, the General Partner |
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By: | /s/ XXXX XXX | |||
Name: | Xxxx Xxx | |||
Title: | Principal |
XXXXX INVESTMENT MANAGEMENT LLC |
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By: | /s/ XXXX XXX | |||
Name: | Xxxx Xxx | |||
Title: | Principal | |||
SMH CAPITAL INC. |
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By: | /s/ X. X. Xxxxxx | |||
Name: | Xxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
SOF MANAGEMENT LLC |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager |
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XXXXXXX OPPORTUNITY FUND, L.P. |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager, SOF Management LLC, General Partner | |||
XXXXXXX OPPORTUNITY FUND (INSTITUTIONAL), L.P. |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager, SOF Management LLC, General Partner | |||
/s/ XXX X. XXXXXXX | ||||
Xxx Xxxxxxx | ||||
/s/ XXXX XXX | ||||
Xxxx Xxx, as to Sections 1.2 and 2.4 only | ||||
/s/ J. P. Xxxxxx | ||||
Xxxxxx Xxxxxxx Xxxxxx, as to Sections 1.2 and 2.4 only | ||||
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EXHIBIT A
RELEASE
RELEASE
THIS RELEASE is entered into by and between Regent Communications, Inc., Xxxxx Investment
Partners Master Fund, L.P., Xxxxx Investment Management, LLC, SMH Capital Inc., SOF Management,
LLC, Xxxxxxx Opportunity Fund, L.P. and Xxxxxxx Opportunity Fund (Institutional) L.P., Xxxx Xxx,
Xxx X. Xxxxxxx and Xxxxxx Xxxxx.
1 DEFINITIONS
1.1 | “Claims” mean claims and counterclaims arising under or relating to (1) Civil Action No. 3154-CC pending in the Court of Chancery of the State of Delaware and (2) Civil Action No. 07-499 pending in the United States District Court for the District of Delaware. | ||
1.2 | “Investment Advisory Clients” mean shareholders of Regent who are clients or customers of Xxxxx Investment Partners Master Fund, L.P., Xxxxx Investment Management, LLC, SMH Capital Inc., Xxxx Xxx, or Xxx X. Xxxxxxx. | ||
1.3 | “Xx. Xxx” means Xxxx Xxx and all agents, employees, Investment Advisory Clients, counsel and other persons acting on his behalf. | ||
1.4 | “Xx. Xxxxx” means Xxxxxx Xxxxx and all agents, employees, Investment Advisory Clients, counsel and other persons acting on his behalf. | ||
1.5 | “Regent” means Regent Communications Inc., and any officer, director, employees, attorney, agent, assignee, predecessor, successor, parent, subsidiary, affiliate, division, or related company of the foregoing. | ||
1.6 | “Release” means this Release. | ||
1.7 | “RIM” means Xxxxx Investment Management, LLC and any officer, director, employees, Investment Advisory Clients, attorney, agent, assignee, predecessor, |
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successor, parent, subsidiary, affiliate, division, or related company of the foregoing. | |||
1.8 | “RIP” means Xxxxx Investment Partners Master Fund, L.P., and any officer, director, employees, Investment Advisory Clients, attorney, agent, assignee, predecessor, successor, parent, subsidiary, affiliate, division, or related company of the foregoing. | ||
1.9 | “Xxxxx” means RIM, RIP, Xx. Xxx and Xx. Xxxxx collectively. | ||
1.10 | “Xx. Xxxxxxx” means Xxx X. Xxxxxxx and all agents, employees, counsel and other persons acting on his behalf. | ||
1.11 | “SMH Capital” means SMH Capital Inc. and any officer, director, employees, Investment Advisory Clients, attorney, agent, assignee, predecessor, successor, parent, subsidiary, affiliate, division, or related company of the foregoing. | ||
1.12 | “SOF Fund” means Xxxxxxx Opportunity Fund, L.P., and any officer, director, employees, attorney, agent, assignee, predecessor, or successor of the foregoing. | ||
1.13 | “SOF Fund (Institutional)” means Xxxxxxx Opportunity Fund (Institutional), L.P., and any officer, director, employees, attorney, agent, assignee, predecessor, or successor of the foregoing. | ||
1.14 | “SOF Management” means SOF Management LLC, and any officer, director, employees, Investment Advisory Clients, attorney, agent, assignee, predecessor, successor, parent, subsidiary, affiliate, division, or related company of the foregoing. | ||
1.15 | “Xxxxxxx” means SMH Capital, SOF Fund, SOF Fund (Institutional), SOF Management and Xx. Xxxxxxx collectively. |
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1.16 | “Settlement Agreement” means the Settlement Agreement entered into by and between Regent, RIP, RIM, SMH Capital, SOF Management, SOF Fund, SOF Fund (Institutional), Xxxxxxx, Xxx and Xxxxxx Xxxxxxx Xxxxxx to which this document is attached. | ||
1.17 | All Definitions from the Settlement Agreement not otherwise defined in this Release are incorporated as though referenced fully herein. | ||
1.18 | “Releasing Parties” means Regent, RIM, RIP, SMH Capital, SOF Management, SOF Fund, SOF Fund (Institutional), Xx. Xxxxxxx, Xx. Xxx, and Xx. Xxxxx collectively. |
2 RECITALS
2.1 | All Recitals from the Settlement Agreement are incorporated as though referenced fully herein. | ||
2.2 | Regent, RIP, RIM, SMH Capital, SOF Management, SOF Fund, SOF Fund (Institutional), Xx. Xxxxxxx, Xx. Xxx and Xx. Xxxxx desire to fully and finally resolve all disputes that exist between them with respect to the Claims without any admissions of liability, by entering into this Release. | ||
2.3 | The Releasing Parties hereby agree as follows. |
3 REGENT’S RELEASES
3.1 | Regent discharges, releases, and remises RIP, RIM, SMH Capital, SOF Management, SOF Fund, SOF Fund (Institutional), Xx. Xxxxxxx, Xx. Xxx and Xx. Xxxxx from any and all liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, losses, costs, and expenses of any nature or kind whatsoever that have been, could have been, or might in the |
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future be asserted by Regent in connection with or related in any way, directly or indirectly, to the Claims, whether or not such liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, costs, losses, and expenses are currently known to exist. |
4 XXXXX’X RELEASE
4.1 | Xxxxx discharges, releases, and remises Regent from any and all liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, losses, costs, and expenses of any nature or kind whatsoever that have been, could have been, or might in the future be asserted by Xxxxx in connection with or related in any way, directly or indirectly, to the Claims, whether or not such liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, costs, losses, and expenses are currently known to exist. |
5 XXXXXXX’ RELEASE
5.1 | Xxxxxxx discharges, releases, and remises Regent from any and all liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, losses, costs, and expenses of any nature or kind whatsoever that have been, could have been, or might in the future be asserted by Xxxxxxx in connection with or related in any way, directly or indirectly, to the Claims, whether or not such liabilities, entitlements, obligations, agreements, claims, demands, actions, suits, causes of action, damages, costs, losses, and expenses are currently known to exist. |
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6 EXPRESS WAIVER BY RELEASING PARTIES
6.1 | The Releasing Parties further hereby acknowledge that they have expressly waived any and all rights that they may have under any and all statutes or laws that purport to limit the scope of a general release, including without limitation Section 1542 of the Civil Code of the State of California, which provides as follows: |
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN
BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
7 GENERAL CONDITIONS
7.1 | Consideration. The Releasing Parties hereby agree that in consideration of this Release the Releasing Parties will perform or have performed the obligations and promises as set forth in the Settlement Agreement to which this document is attached. | ||
7.2 | Binding Agreement. Each term of this Release is binding upon the Releasing Parties and their respective predecessors, successors, transferees, assignees, insurers, and reinsurers. | ||
7.3 | Complete Agreement. This Release sets forth the entire agreement and understanding of the Releasing Parties hereto in respect of the subject matter contained herein. |
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7.4 | Governing Law. This Release shall be interpreted under and in accordance with the laws of the State of Delaware without regard to its conflicts of law provisions. | ||
7.5 | Counterparts. This Release may be executed in any number of counterparts and by different Releasing Parties hereto in separate counterparts, each of which so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. |
THE RELEASING PARTIES, each through their duly authorized representative, have executed this
Release on the respective dates set forth below.
REGENT COMMUNICATIONS, INC. |
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By: | /s/ XXXXXXX X. XXXXXXXX | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | President and Chief Executive Officer | |||
DATED: | September 14, 2007 |
XXXXX INVESTMENT PARTNERS MASTER FUND, L.P. By: Xxxxx Investment Management LLC, the General Partner |
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By: | /s/ XXXX XXX | |||
Name: | Xxxx Xxx | |||
Title: | Principal | |||
DATED: | September 14, 2007 |
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XXXXX INVESTMENT MANAGEMENT LLC |
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By: | /s/ XXXX XXX | |||
Name: | Xxxx Xxx | |||
Title: | Principal | |||
DATED: | September 14, 2007 | |||
SMH CAPITAL INC. |
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By: | /s/ X. X. Xxxxxx | |||
Name: | Xxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
DATED: | September 14, 2007 | |||
SOF MANAGEMENT LLC |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager | |||
DATED: | September 14, 2007 | |||
XXXXXXX OPPORTUNITY FUND, L.P. |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager, SOF Management LLC, General Partner | |||
DATED: | September 14, 2007 | |||
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XXXXXXX OPPORTUNITY FUND (INSTITUTIONAL), L.P. |
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By: | /s/ XXX X. XXXXXXX | |||
Name: | Xxx X. Xxxxxxx | |||
Title: | Manager, SOF Management LLC, General Partner | |||
DATED: | September 14, 2007 | |||
/s/ XXX X. XXXXXXX | ||||
XXX X. XXXXXXX | ||||
DATED: | September 14, 2007 | |||
/s/ XXXX XXX | ||||
XXXX XXX | ||||
DATED: | September 14, 2007 | |||
/s/ XXXXXX XXXXX | ||||
XXXXXX XXXXX | ||||
DATED: | September 14, 2007 | |||
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