INSIGHT VOTING AGREEMENTInsight Voting Agreement • July 29th, 2005 • Insight Communications Co Inc • Cable & other pay television services • Delaware
INSIGHT VOTING AGREEMENT dated as of July 28, 2005 (this “Agreement”), between Insight Acquisition Corp., a Delaware corporation (“Parent”), and the other Persons listed on the signature pages hereof (each, an “Insight Shareholder” and, collectively, the “Insight Shareholders”).
EXCHANGE AGREEMENTExchange Agreement • July 29th, 2005 • Insight Communications Co Inc • Cable & other pay television services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2005, by and among INSIGHT COMMUNICATIONS COMPANY, INC., a Delaware corporation (the “Company”), INSIGHT ACQUISITION CORP., a Delaware corporation (“Parent”), SIDNEY R. KNAFEL (“Knafel”), MICHAEL S. WILLNER (“Willner”), the other shareholders of the Company listed on Exhibit A attached hereto who have executed and delivered a counterpart signature page to this Agreement (collectively, with Knafel and Willner, the “Management Shareholders”), and CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P., CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P., CP III COINVESTMENT, L.P. and CP IV COINVESTMENT, L.P., each a Delaware limited partnership (each, individually, and collectively, “Carlyle”) (the Company, Parent, the Management Shareholders and Carlyle are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INSIGHT ACQUISITION CORP. AND INSIGHT COMMUNICATIONS COMPANY, INC. DATED AS OF JULY 28, 2005Agreement and Plan of Merger • July 29th, 2005 • Insight Communications Co Inc • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2005, is entered into by and between INSIGHT ACQUISITION CORP., a Delaware corporation (“Parent”), and INSIGHT COMMUNICATIONS COMPANY, INC., a Delaware corporation (the “Company” and, collectively with Parent, the “Parties”).
PRINCIPALS’ AGREEMENTPrincipals’ Agreement • July 29th, 2005 • Insight Communications Co Inc • Cable & other pay television services • New York
This PRINCIPALS’ AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2005, by and among SIDNEY R. KNAFEL (“Knafel”), MICHAEL S. WILLNER (“Willner”), and CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P., CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P., CP III COINVESTMENT, L.P. and CP IV COINVESTMENT, L.P., each a Delaware limited partnership (each, individually, and collectively, “Carlyle”) (Knafel, Willner and Carlyle are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
