Exhibit 2.2
CORPORATION
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT, dated as of February 8, 1999
(this "Agreement"), by the Xxxxxxx Group, Inc., a Connecticut corporation
("Stockholder"), to and for the benefit of Jackpot Enterprises, Inc., a Nevada
corporation ("Buyer").
WHEREAS, as of the date hereof, Stockholder owns of record and
beneficially 4,367,350 shares (such shares, together with any other voting or
equity securities of Players International, Inc., a Nevada corporation
("Pelican"), hereafter acquired by Stockholder prior to the termination of this
Agreement, being referred to herein collectively as the ("Shares") of common
stock, par value $0.005 per share ("Pelican Common Stock");
WHEREAS, concurrently with the execution of this Agreement,
Buyer, JEI Merger Corp., a Nevada corporation and an indirect wholly-owned
subsidiary of Buyer ("Merger Sub"), and Pelican are entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement";
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement), pursuant to
which, upon the terms and subject to the conditions thereof, Merger Sub will be
merged with and into Pelican such that Pelican will become an indirect
wholly-owned subsidiary Buyer (the "Merger"); and
WHEREAS, as a condition to the willingness of Pelican, Buyer
and Merger Sub to enter into the Merger Agreement, Buyer has requested the
Stockholder agree, and in order to induce Buyer and Merger Sub to enter into the
Merger Agreement the Stockholder is willing to agree, to vote in favor of
adopting the Merger Agreement and approving the Merger, upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this
Agreement in accordance with the terms hereof, Stockholder hereby agrees that,
at the Pelican Stockholders' Meeting or any other meeting of the stockholders of
Pelican, however called, and in any action by written consent of the
stockholders of Pelican, Stockholder will vote all of its respective Shares (a)
in favor of adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, (b) against any
proposal for any recapitalization, merger (other than the Merger), sale of
assets or other business combination
between Pelican and any person or entity (other than Buyer or any subsidiary of
Buyer) or any other action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of
Pelican under the Merger Agreement or which could result in any of the
conditions to the Merger Agreement not being fulfilled and (c) in favor of any
other matter necessary to the consummation of the transactions contemplated by
the Merger Agreement and considered and voted upon by the stockholders of
Pelican (or any class thereof). In addition, Stockholder agrees that it will,
upon request by Buyer, furnish written confirmation, in form and substance
reasonably acceptable to Buyer, of such Stockholders vote in favor of the Merger
Agreement and the Merger. Stockholder acknowledges receipt and review of a copy
of the Merger Agreement. Notwithstanding the foregoing, this Agreement shall not
limit or affect in any way Stockholder's rights with respect to the election of
directors of Pelican.
Section 2. PROXY. Subject to any required approval under
Pelican Gaming Laws, the Stockholder, by this Agreement, does hereby constitute
and appoint Buyer, or any nominee of Buyer, with full power of substitution, as
such Stockholder's irrevocable proxy and attorney-in-fact to vote the Shares as
indicated in SECTION 1, in the event such Stockholder fails to comply with its
obligations under such section. Each Stockholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy and hereby revokes any proxy previously granted by it with respect to
its Shares.
Section 3. TRANSFER OF SHARES. Stockholder represents and
warrants that it has no present intention of taking action, prior to the
termination of this Agreement in accordance with the terms hereof, to, directly
or indirectly, (a) sell, assign, transfer (including by merger or otherwise by
operation of law), pledge, encumber or otherwise dispose of any of the Shares,
(b) deposit any of the Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Shares or grant any proxy or power
of attorney with respect thereto which is inconsistent with this Agreement or
(c) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
merger or otherwise by operation of law) or other disposition of any Shares.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
Stockholder hereby represents and warrants to Buyer with respect to itself and
its ownership of the Shares as follows:
(a) The Stockholder is a corporation duly incorporated,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all necessary corporate
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.
(b) The Stockholder is the record or beneficial owner of
4,367,350 Shares. Such Stockholder is the lawful owner of such Shares,
free and clear of all liens, charges, encumbrances, voting agreements
and commitments of every kind, other than this Agreement. Neither such
Stockholder nor any of its Affiliates owns or holds any rights to
acquire any additional
Shares or other securities of Pelican or any interest therein or any
voting rights with respect to any additional Shares or any other
securities of Pelican.
(c) This Agreement has been approved by all necessary
corporate or partnership action on the part of such Stockholder for the
execution and performance hereof by such Stockholder.
(d) This Agreement has been duly executed and delivered by
a duly authorized officer of such Stockholder.
(e) This Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms.
(f) The execution and delivery of this Agreement by such
Stockholder does not violate or breach, and will not give rise to any
violation or breach, of such Stockholder's charter or bylaws, or,
except as will not materially impair the ability of such Stockholder to
effectuate, carry out or comply with all of the terms of this
Agreement, any law, contract, instrument, arrangement or agreement by
which such Stockholder is bound.
Section 5. NO SOLICITATION. Stockholder agrees that in its
corporate capacity it will not, nor will it authorize or permit any of its
officers, directors, financial advisors, employees, agents and representatives
to, directly or indirectly, (a) initiate, solicit or encourage (including by way
of furnishing information) or take any other action to facilitate knowingly any
inquiries or proposals that constitute, or could reasonably be expected to lead
to an Acquisition Proposal, (b) agree to or recommend any Acquisition Proposal,
or (c) engage in negotiations or discussions with a Third party concerning or
provide any non-public information to any person or entity relating to, any
Acquisition Proposal.
Section 6. TERMINATION. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; PROVIDED that the
provisions of Sections 7 and 8 of this Agreement shall survive any termination
of this Agreement; and PROVIDED FURTHER that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 7. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 8. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(b) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms
of this Agreement remain as originally contemplated to the fullest
extent possible.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of law thereof.
(d) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
THE XXXXXXX GROUP, INC.
/s/ Xxxxxxxx Xxxxx
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By: Xxxxxxxx Xxxxx
Its: President
Agreed and Acknowledged:
JACKPOT ENTERPRISES, INC.
/s/ Xxx X. Xxxxxxxxx
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By: Xxx X. Xxxxxxxxx
Its: President and CEO
