Exhibit 2(c)
AGREEMENT AND PLAN OF MERGER dated as of
December 8, 1995, among CABLEVISION
INDUSTRIES OF MIDDLE FLORIDA, INC., a Florida
corporation ("CIMF"), ALAN GERRY, an
individual residing at Loomis Road, Liberty,
New York (the "Principal Stockholder"), TIME
WARNER INC., a Delaware corporation
("Parent") and CABLEVISION INDUSTRIES
CORPORATION, a Delaware corporation (the
"Company").
WHEREAS Parent, CIMF and certain affiliates of CIMF,
including the Principal Stockholder, have previously entered into a
Purchase Agreement dated as of February 6, 1995 (the "Purchase
Agreement"), providing for, among other things, the purchase by Parent
and/or one or more Designated Entities of all of the assets of CIMF in
exchange for the assumption of all of its Assumed Liabilities;
WHEREAS Parent, CIMF and certain affiliates of CIMF,
including the Principal Stockholder, have now determined to change the
structure of Parent's acquisition of the business of CIMF and the form
of consideration to be paid for such acquisition;
WHEREAS the respective Boards of Directors of CIMF and
Parent have approved the merger of CIMF with and into the Company,
upon the terms and subject to the conditions set forth in this
Agreement (the "CIMF Merger"), whereby each issued and outstanding
share of Common Stock of CIMF not owned directly or indirectly by CIMF
or any subsidiary of CIMF (the "CIMF Common Stock"), will be converted
into the right to receive the Merger Consideration;
WHEREAS each of the Company and Cablevision Management
Corporation of Philadelphia ("CMP") have entered into a Merger
Agreement with the Principal Stockholder and Parent, pursuant to which
upon the terms and subject to the conditions set forth therein, TW CVI
Acquisition Corp. will be merged into the Company (the "Company
Merger") and CMP Acquisition Sub will be merged into CMP and the
Principal Stockholder will receive for each share of common stock of
the Company or CMP, as applicable, the Merger Consideration (as
defined in the relevant Merger Agreement); and
WHEREAS, concurrently with the execution and delivery
hereof, the Principal Stockholder, certain
subsidiaries of the Principal Stockholder that are Purchase Gerry
Companies and the Direct Holders and Parent are entering into an
amended and restated Purchase Agreement dated as of December 8, 1995,
which eliminates CIMF as a party and pursuant to which, upon the terms
and subject to the conditions set forth therein, the Principal
Stockholder has agreed to sell and Parent has agreed to purchase all
of the equity interests in, or the assets of and assume the related
liabilities of, each of the Purchase Gerry Companies;
WHEREAS, the Company, the Direct Holders, the Gerry
Companies, the Principal Stockholder, Parent and Sub have entered into
the Supplemental Agreement dated as of February 6, 1995, as amended to
the date hereof, pursuant to which the Company, the Direct Holders,
the Gerry Companies, the Principal Stockholder, Parent and Sub are
making certain representations, warranties, covenants and agreements
in connection with the Mergers, the Purchase and the other
Transactions and also are prescribing various conditions to the
Mergers, the Purchase and the other Transactions; and
WHEREAS, for Federal income tax purposes, it is intended
that the CIMF Merger shall qualify as a reorganization within the
meaning of Section 368(a) of the Code;
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements of the parties hereto contained
in the Acquisition Documents, the parties agree as follows:
ARTICLE I
Definitions and Interpretation
Capitalized terms used herein and not defined herein have
the meanings given such terms in Annex A to the Supplemental
Agreement, as amended from time to time, and the rules of
interpretation set forth in such Annex A are applicable hereto.
ARTICLE II
The Merger
SECTION 2.01. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with DGCL
and the Florida Business Corporation Act (the "FBCA"), CIMF shall be
merged with and into the Company at the Effective Time and immediately
following the effectiveness of the Company Merger. Following the CIMF
Merger, the separate corporate existence of CIMF shall cease and the
Company shall continue as the surviving corporation (the "CIMF
Surviving Corporation") and shall succeed to and assume all the rights
and obligations of CIMF in accordance with the DGCL and the FBCA.
SECTION 2.02. Effective Time. At the time of the Closing, or
as soon as practicable thereafter, CIMF Surviving Corporation shall
file a certificate or articles of merger or other appropriate
documents (in any such case, the "Certificate of Merger") executed in
accordance with the relevant provisions of the DGCL and the FBCA and
shall make all other filings or recordings required under the DGCL and
the FBCA. The CIMF Merger shall become effective at the Effective Time
specified in the Certificate of Merger, which shall be after the
effectiveness of the Company Merger.
SECTION 2.03. Effects of the CIMF Merger. The CIMF Merger
shall have the effects set forth in Section 259 of the DGCL and
Section 607.1106 of the FBCA.
ARTICLE III
The CIMF Surviving Corporation
SECTION 3.01. Certificate of Incorporation and By-laws. (a)
The certificate of incorporation of the Company as in effect
immediately prior to the Effective Time (after giving effect to the
Company Merger) shall become the certificate of incorporation of the
CIMF Surviving Corporation at the Effective Time, until thereafter
changed or amended as provided therein or by applicable law.
(b) The By-laws of the Company as in effect immediately
prior to the Effective Time (after giving effect to the Company
Merger) shall become the By-laws of the CIMF Surviving Corporation at
the Effective Time, until thereafter changed or amended as provided
therein or by applicable law.
SECTION 3.02. Directors. The directors of the Company
immediately prior to the Effective Time (after giving effect to the
Company Merger) shall become the directors of the CIMF Surviving
Corporation at the Effective Time, until the earlier of their
resignation or removal or until their respective successors are duly
elected and qualified, as the case may be.
SECTION 3.03. Officers. The officers of the Company
immediately prior to the Effective Time (after giving effect to the
Company Merger) shall become the officers of the CIMF Surviving
Corporation at the Effective Time, until the earlier of their
resignation or removal or until their respective successors are duly
elected and qualified, as the case may be.
ARTICLE IV
Effect of the CIMF Merger on the Capital Stock of the
Constituent Corporations; Merger Consideration;
Exchange of Certificates
SECTION 4.01. Effect on Capital Stock. As of the Effective
Time, by virtue of the CIMF Merger and without any
action on the part of the holder of any shares of CIMF Common Stock or
any shares of capital stock of the Company:
(a) Capital Stock of the Company. The CIMF Merger shall not
have any effect on the authorized or issued capital stock of the
Company.
(b) Cancellation of Treasury Stock. Each share of Common
Stock of CIMF owned directly or indirectly by CIMF or any subsidiary
of CIMF immediately prior to the Effective Time shall automatically be
canceled and retired and shall cease to exist, and no consideration
shall be delivered in exchange therefor.
(c) Conversion of CIMF Common Stock. Subject to Section
4.06, each share of CIMF Common Stock outstanding immediately prior to
the Effective Time shall be converted into the right to receive a
number of fully paid and nonassessable shares of Parent Common Stock
equal to the Parent Common Share Number divided by the total number of
shares of CIMF Common Stock outstanding immediately prior to the
Effective Time (the "CIMF Common Share Number"). The term "Merger
Consideration" shall refer to the securities issuable pursuant to the
immediately preceding sentence, together with any assets or securities
payable by Parent pursuant to Section 4.06(a) hereof; and the amount
of any such assets or securities that are payable per share of CIMF
Common Stock as part of the Merger Consideration shall be determined
on the basis of the amount of any such assets or property that would
have been payable per share of Parent Common Stock had such securities
been outstanding at the relevant record and payment dates for the
distribution of such assets or securities. As of the Effective Time,
all shares of CIMF Common Stock shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist,
and each holder of a certificate representing any such share of CIMF
Common Stock shall cease to have any rights with respect thereto,
except the right to receive the Merger Consideration. The "Parent
Common Share Number" shall equal 1,471,575, as such number shall be
further adjusted pursuant to Section 4.02, after first giving effect
to any adjustments to the Parent Common Share Number and Common
Valuation Number required by transactions covered by Section 4.06(b).
SECTION 4.02. Adjustment to the Parent Common Share Number.
(a) The Parent Common Share Number shall be adjusted in accordance
with this Section 4.02 if the
Adjustment Amount exceeds the Threshold or the Threshold exceeds the
Adjustment Amount. The "Threshold" shall be $24,353,000.
(i) In the event that the Adjustment Amount exceeds the
Threshold, the Parent Common Share Number shall equal 1,471,575
less an amount equal to such excess divided by the Common
Valuation Number (the result being rounded to the nearest whole
number, with 0.5 being rounded to the next highest number).
(ii) In the event that the Threshold exceeds the Adjustment
Amount, the Parent Common Share Number shall equal 1,471,575 plus
an amount equal to such excess divided by the Common Valuation
Number (the result being rounded to the nearest whole number,
with 0.5 being rounded to the next highest number).
The Adjustment Amount shall be equal to, without
duplication, (A) the aggregate amount of Closing Indebtedness and
Other Liabilities of CIMF, plus (B) the amount of the Working Capital
Deficit of CIMF, if any, or minus (C) the amount of the Working
Capital Balance of CIMF, if any, plus (D) the amount of the Capital
Expenditure Deficiency of CIMF, if any, or minus (E) the amount of the
Capital Expenditure Excess of CIMF, if any, plus (F) the aggregate
amount of Severance and Incentive Liabilities of CIMF; provided that
in determining the Adjustment Amount effect shall be given to the sale
of assets by Cablevision of Fairhaven/Acushnet pursuant to the
Purchase Agreement and to the results of any post-closing adjustments
relating to CFA pursuant to the Purchase Agreement.
SECTION 4.03. Estimated Adjustment Amount; Initial
Calculation of Merger Consideration. Not later than five business days
prior to the Closing, CIMF shall deliver to Parent an estimate of the
Adjustment Amount (the "Estimated Adjustment Amount") of CIMF,
including therewith estimated Closing Indebtedness and Other
Liabilities ("Estimated Closing Indebtedness and Other Liabilities")
of CIMF, estimated Working Capital Deficit or estimated Working
Capital Balance ("Estimated Working Capital Deficit or Balance") of
CIMF, estimated Capital Expenditure Deficiency of CIMF or estimated
Capital Expenditure Excess of CIMF (the "Estimated Capital Expenditure
Deficiency or Excess") and estimated Severance and Incentive
Liabilities ("Estimated Severance and Incentive Liabilities") of CIMF,
and the Parent Common Share Number shall be calculated pursuant to
Section 4.02 as if the Estimated Adjustment Amount were the Adjustment
Amount (the "Estimated Parent Common Share Number"). As of the
Closing, the aggregate Merger Consideration in respect of all shares
of CIMF Common Stock shall be deemed to comprise a number of shares of
Parent Common Stock equal to the Estimated Parent Common Share Number,
together with any assets or securities payable by Parent pursuant to
Section 4.06(a) hereof; and each share of CIMF Common Stock shall be
deemed to be converted into a number of shares of Parent Common Stock
equal to the Estimated Parent Common Share Number divided by the CIMF
Common Share Number, together with any assets or securities payable by
Parent pursuant to Section 4.06(a) hereof. After the Closing, the
Merger Consideration (as determined pursuant to this Section 4.03)
shall be subject to adjustment in accordance with Sections 4.05 and
4.06.
SECTION 4.04. Exchange of Certificates; Delivery of Parent
Stock; Escrow Arrangements. (a) At the Closing, Parent shall issue and
deliver to the Stockholders' Representative, upon surrender of each
certificate (a "Certificate") that immediately prior to the Effective
Time represents outstanding shares of CIMF Common Stock, the portion
of the Merger Consideration (as determined pursuant to Section 4.03)
that is issuable in respect of the shares of CIMF Common Stock
represented by such Certificate. Each Certificate so surrendered
pursuant to the preceding sentence shall forthwith be canceled.
Delivery of Certificates for cancellation shall be made by the
Stockholders' Representative on behalf of the CIMF Stockholders; and
delivery of the Merger Consideration in respect of all shares of CIMF
Common Stock outstanding immediately prior to the Effective Time shall
be delivered to the Stockholders' Representative for the benefit of
the CIMF Stockholders (and the Merger Consideration so delivered shall
be deemed to have been delivered to the CIMF Stockholders). For
purposes of this Section 4.04, the Escrowed Shares deposited into
escrow pursuant to Section 4.04(h) hereof and held in escrow pursuant
to the terms of the Escrow Agreement shall be deemed to have been
delivered to the Stockholders' Representative.
(b) In the event of a transfer of ownership of CIMF Common
Stock that is not registered in the transfer records of CIMF, the
Merger Consideration issuable in respect of such shares may be issued
to a Person other than the Person in whose name any Certificate so
surrendered is registered, provided that such Certificate is properly
endorsed or otherwise in proper form for transfer and the Person
requesting such payment shall pay any transfer or other taxes required
by reason of the issuance of such Merger Consideration to a Person
other than the registered holder of such Certificate or establish to
the satisfaction of Parent that such tax has been paid or is not
applicable. Until surrendered as contemplated by this Section 4.04,
each Certificate shall be deemed at any time after the Effective Time
to represent only the right to receive upon such surrender the portion
of the Merger Consideration that is issuable in respect of each share
of CIMF Common Stock that was represented by such Certificate prior to
the Effective Time, together with any dividends or distributions with
respect to any such shares of capital stock of Parent constituting
Merger Consideration for which the record date is after the Effective
Time. Subject to the effect of applicable laws, following surrender of
any such Certificate, Parent shall deliver to the Stockholders'
Representative, for the benefit of such Person, the portion of the
Merger Consideration issued in exchange therefor, without interest,
together with (x) at the time of such surrender, the amount of
dividends or other distributions with a record date after the
Effective Time theretofore paid with respect to such whole shares of
any class of capital stock of Parent constituting Merger Consideration
and (y) at the appropriate payment date, the amount of dividends or
other distributions with a record date after the Effective Time but
prior to surrender and a payment date subsequent to surrender payable
with respect to such shares of capital stock of Parent constituting
Merger Consideration.
(c) No dividends or other distributions declared or made
after the Effective Time with respect to shares of any class of
capital stock of Parent constituting Merger Consideration with a
record date after the Effective Time shall be paid to the holder of
any unsurrendered Certificate, or to the Stockholders' Representative
for the benefit of such holder, with respect to the applicable shares
of capital stock of Parent constituting Merger Consideration
represented thereby until the holder of record of such Certificate, or
the Stockholders' Representative on behalf of such holder, shall
surrender such Certificate.
(d) The shares of capital stock of Parent constituting
Merger Consideration issued or issuable upon the surrender for
exchange of Certificates in accordance with the terms of this Article
IV shall be deemed to have been issued in full satisfaction of all
rights pertaining to
the shares of CIMF Common Stock theretofore represented by such
Certificates, and there shall be no further registration of transfers
on the stock transfer books of the CIMF Surviving Corporation of the
shares of CIMF Common Stock which were outstanding immediately prior
to the Effective Time. If, after the Effective Time, Certificates are
presented to the CIMF Surviving Corporation or Parent for any reason,
they shall be canceled and exchanged as provided in this Article IV.
(e) Neither Parent nor CIMF shall be liable to any Person in
respect of any Merger Consideration delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.
(f) If any Certificates shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person
claiming such Certificate to be lost, stolen or destroyed, and the
delivery to Parent of an indemnification agreement and bond
satisfactory to Parent, will issue in exchange for such lost, stolen
or destroyed Certificate the Merger Consideration (and any dividend or
distribution with respect thereto pursuant to Section 4.04(b))
issuable or deliverable in respect thereof as determined in accordance
with the terms of this Agreement.
(g) No certificates or scrip representing fractional shares
of capital stock of Parent shall be issued to any CIMF Stockholder (or
to the Stockholders' Representative for the benefit of a CIMF
Stockholder) upon the surrender for exchange of certificates of CIMF
Common Stock, the number of shares of each class of capital stock of
Parent to be issued pursuant to the CIMF Merger to each CIMF
Stockholder (after consolidating all Certificates to be surrendered by
such CIMF Stockholder) being rounded up or down, as the case may be,
to the nearest whole share (with one-half of a share being rounded to
the next highest number).
(h) At the Closing, Parent shall, on behalf of the CIMF
Stockholders, deposit into escrow, in accordance with the terms of the
Escrow Agreement, an aggregate number of shares of shares of Parent
Common Stock (collectively, the "Escrowed Shares") which together
shall have a value (based on the Common Valuation Number) of $202,214.
The allocation among CIMF Stockholders of such shares of Parent
Common Stock, shall be determined pursuant to Section 4.04(i).
(i) The Principal Stockholder shall be entitled to determine
the allocation, as among the CIMF Stockholders, of the shares of
Parent Common Stock that are to be deposited into escrow pursuant to
the Escrow Agreement, and unless otherwise specified shall be deemed
to have determined that all such shares shall be from among those
issuable to the Principal Stockholder.
SECTION 4.05. Reconciliation of Adjustment Amount;
Adjustment of Merger Consideration. (a) Within 90 days after the
Closing Date, Parent shall prepare and deliver to the Stockholders'
Representative, a statement (the "Statement") setting forth Parent's
determination of the Adjustment Amount, including Closing Indebtedness
and Other Liabilities, the Working Capital Deficit or Working Capital
Balance, the Capital Expenditure Deficiency or Capital Expenditure
Excess and the Severance and Incentive Liabilities, in each case of
CIMF, and the calculation of the Parent Common Share Number in
accordance with Section 4.02. During the 30-day period following
delivery of the Statement to the Stockholders' Representative and his
representatives, Parent shall provide the Stockholders' Representative
and his Representatives with access during normal business hours to
any books, records, working papers or other information reasonably
necessary or useful in the preparation of the Statement and the
calculation of the Adjustment Amount to enable the Stockholders'
Representative or his Representatives (as defined in Section 5.01 of
the Supplemental Agreement) to verify the accuracy of the Statement.
The Statement shall become final and binding upon all parties hereto
on the thirtieth day following delivery thereof to the Stockholders'
Representative unless the Stockholders' Representative gives written
notice of disagreement with the Statement (a "Notice of Disagreement")
to Parent prior to such date. Any Notice of Disagreement shall specify
in reasonable detail the nature of any disagreement so asserted and
relate solely to the preparation of the Statement and the calculation
of the Adjustment Amount, the Parent Common Share Number in accordance
with Section 4.02.
(b) If a Notice of Disagreement is received by Parent in a
timely manner, then the Statement (as revised in accordance with
clause (c) or (d) below) shall become final and binding upon the
parties hereto on the earlier of
(i) the date the Stockholders' Representative and Parent resolve in
writing any differences they may have with respect to any matter
specified in the Notice of Disagreement or (ii) the date any disputed
matters are finally resolved in writing by the Arbitrator (as defined
below). During the 30-day period following the delivery of a Notice of
Disagreement, Parent and the Stockholders' Representative shall seek
in good faith to resolve in writing any differences which they may
have with respect to any matter specified in the Notice of
Disagreement and each shall provide the other (and their respective
representatives) with reasonable access to any books, records, working
papers or other information reasonably necessary or useful in the
preparation or calculation of (u) the Estimated Adjustment Amount,
including Estimated Closing Indebtedness and Other Liabilities, the
Estimated Working Capital Deficit or Balance, the Estimated Capital
Expenditure Deficiency or Excess and the Estimated Severance Incentive
Liabilities, in each case of CIMF, (v) the Adjustment Amount,
including Closing Indebtedness and Other Liabilities, the Working
Capital Deficit or Working Capital Balance, the Capital Expenditure
Deficiency or Capital Expenditure Excess and the Severance and
Incentive Liabilities, in each case of CIMF, (w) the Parent Common
Share Number, (x) the Statement, (y) any Notice of Disagreement or (z)
otherwise with respect to any thereof. At the end of such 30-day
period if there has been no resolution of the matters specified in the
Notice of Disagreement, Parent and the Stockholders' Representative
shall submit to an arbitrator (the "Arbitrator") for review and
resolution any and all matters arising under this Section which remain
in dispute. The Arbitrator shall be Price Waterhouse, or if such firm
is unable or unwilling to act, such other nationally recognized
independent public accounting firm as shall be agreed upon by Parent
and the Stockholders' Representative in writing. The Arbitrator shall
render a written decision resolving the matters submitted to the
Arbitrator within 30 days following submission thereto. The cost of
any arbitration (including the fees of the Arbitrator) pursuant to
this Section shall be borne 50% by Parent and 50% by the CIMF
Stockholders.
(c) If the Adjustment Amount is higher or lower than the
Estimated Adjustment Amount, the Parent Common Share Number shall be
finally adjusted pursuant to Section 4.02. If the Parent Common Share
Number, in each case as so finally adjusted, is greater than the
Estimated Parent Common Share Number, respectively, Parent shall,
within 15 days after the Statement becomes final and binding upon the
parties, issue and deliver to the Stockholders' Representative, for
the benefit of the CIMF Stockholders, an aggregate number of shares,
rounded to the nearest whole share, of Parent Common Stock
(collectively, the "Additional Parent Shares") (in each case with
one-half of a share being rounded to the next highest number) equal to
the excess of the Parent Common Share Number as so finally determined,
over the Estimated Parent Common Share Number. The Additional Parent
Shares shall be allocated to each CIMF Stockholder pro rata on the
basis of the ratio (the "Allocation Ratios") that the number of shares
of Parent Common Stock issued and delivered to such Stockholder at the
Closing with respect to such Stockholder's shares of CIMF Common Stock
bears to the total number of Parent Common Stock issued and delivered
to all Stockholders at the Closing.
(d) If the Parent Common Share Number as so finally adjusted
is less than the Estimated Parent Common Share Number, Parent shall be
entitled to receive, within 15 days after the Statement becomes final
and binding upon the parties, an aggregate number of shares, rounded
to the nearest whole share, of Parent Common Stock (collectively, the
"Returned Parent Shares") (in each case with one-half of a share being
rounded to the next highest number), equal to the excess of the
Estimated Parent Common Share Number over the Parent Common Share
Number as so finally determined. The number of Returned Parent Shares
to be returned to Parent by each CIMF Stockholder shall be calculated
pro rata on the basis of the Allocation Ratios. The obligation to
deliver Returned Parent Shares shall be satisfied, first, out of the
Escrowed Shares, and second, out of other shares held by the CIMF
Stockholders.
SECTION 4.06. Participation Rights and Additional
Adjustments; Adjustments to Threshold. (a) Without limiting the
conditions precedent to the obligations of CIMF and the Principal
Stockholder hereunder, in the event that (i) Parent makes a
distribution of the type that would require a distribution to holders
of Parent Preferred Stock pursuant to Section 2.3 or 3.7 of the Parent
Series E Certificate or the Parent Series F Certificate (a
"Distribution"), and (ii) the record date or (if there shall not be a
record date) effective date for the Distribution shall occur on or
after the date hereof and prior to the Effective Time, Parent shall,
at the Effective Time (or if the date for payment of the Distribution
is after the
Effective Time, on the date of payment) pay to the Persons who become
record holders of Parent Common Stock at the Effective Time the
amounts and kinds of assets or capital stock or other securities that
such Persons would have been entitled to receive had such Persons been
record holders of such Parent Common Stock on the relevant record date
or effective date for the Distribution (taking into account (and
giving effect to) any right of election set forth in such Sections).
(b) Without limiting the conditions precedent to the
obligations of CIMF and the Principal Stockholder hereunder, the
Parent Common Share Number shall be adjusted from time to time after
the date hereof and prior to the Effective Time for events described
in paragraphs 3.6 and 3.7 of the Parent Series E Certificate and
Parent Series F Certificate as if the references therein to the term
"Conversion Rate" were instead references to the Common Share Number
as in effect at the time (provided that the Conversion Price shall be
appropriately adjusted by the parties) and the references therein to
"Series E Stock" and "Series F Stock" were instead to CIMF Common
Stock (taking into account (and giving effect to) any right of
election set forth in such Section, including any right of election
that would give such holders a right to receive a distribution (which
distribution shall be treated as a Distribution for purposes of
Section 4.06(a) hereof).
(c) The Threshold shall be reduced in the event the
Principal Stockholder designates as Excluded Assets any System or
Systems (or portions thereof) owned by CIMF as of the date of this
Agreement pursuant to Section 5.25 of the Supplemental Agreement by an
amount equal to the Excluded Systems Amount. The "Excluded Systems
Amount" shall equal 13.5 multiplied by the aggregate amount of
operating cash flow of the CIMF for the fiscal year immediately
preceding the Effective Time that is attributable to each System (or
portion thereof) so designated (it being understood that such
operating cash flow shall be as so determined in preparing the
Company's audited financial statements for such fiscal year).
SECTION 4.07. Stockholders' Representative. Each holder of
CIMF Common Stock, by approval of the CIMF Merger by the requisite
vote of the CIMF Stockholders, designates Philip Dropkin or such other
Person as designated by the Principal Stockholder to be the
representative of each such
CIMF Stockholder (the "Stockholders' Representative") for purposes of
this Agreement.
ARTICLE V
Conditions Precedent
The respective obligation of each party to effect the CIMF
Merger and the other transactions contemplated hereby is subject to
the satisfaction or waiver (by the parties for whose benefit the
condition is imposed) on or prior to the Closing Date of the
conditions set forth in Article VI of the Supplemental Agreement.
ARTICLE VI
Termination, Amendment and Waiver
This Agreement may be terminated or amended or the parties
may extend the time for the performance of any of the obligations or
other acts of the other parties, waive any inaccuracies in the
representations and warranties contained in or in any document
delivered pursuant to this Agreement or waive compliance with any of
the agreements or conditions contained in this Agreement, in each case
as provided in Article VIII of the Supplemental Agreement.
ARTICLE VII
Governing Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the
laws that might otherwise govern under applicable principles of
conflict of laws thereof, except to the extent that the laws of the
States of Delaware and Florida are mandatorily applicable to the CIMF
Merger.
IN WITNESS WHEREOF, CIMF, the Principal Stockholder and
Parent have caused this Agreement to be signed by their respective
duly authorized officers (or, in the case of the Principal
Stockholder, has signed this Agreement), all as of the date first
written above.
CABLEVISION INDUSTRIES OF MIDDLE
FLORIDA, INC.
by
Name:
Title:
Alan Gerry
TIME WARNER INC.,
by
Name:
Title:
CABLEVISION INDUSTRIES CORPORATION,
by
Name:
Title: