Exhibit 2.3
INDIVIDUAL
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT, dated as of February 8, 1999
(this "Agreement"), by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("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 _________ 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 of 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 his or her 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 Stockholder's 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 the
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, testamentary
disposition, interspousal disposition pursuant to a domestic relations
proceeding 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, testamentary disposition, interspousal disposition
pursuant to a domestic relations proceeding or otherwise by operation of law) or
other disposition of any Shares; PROVIDED, HOWEVER that, if applicable,
Stockholder shall have the right to use the Shares in such amount as is required
in connection with the exercise of certain options previously granted to
Stockholder due to expire on March 31, 1999 as consideration for the purchase
price of the stock underlying such options.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
Stockholder hereby represents and warrants to Buyer with respect to himself or
herself and his or her ownership of the Shares as follows:
(a) OWNERSHIP OF SHARES. On the date hereof, the Shares are
owned of record and beneficially by Stockholder. Stockholder has sole
voting power, without restrictions, with respect to all of the Shares.
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(b) POWER, BINDING AGREEMENT. Stockholder has the legal
capacity, power and authority to enter into and perform all of his or
her obligations under this Agreement. The execution, delivery and
performance of this Agreement by Stockholder will not violate any other
agreement to which Stockholder is a party, including, without
limitation, any voting agreement, stockholders' agreement, partnership
agreement or voting trust. This Agreement has been duly and validly
executed and delivered by Stockholder and constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or
in equity).
(c) NO CONFLICTS. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated
hereby will not, conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, any provision of
any loan or credit agreement, note, bond, mortgage, indenture, lease,
or other agreement, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Stockholder or any of his or her properties or assets,
other than such conflicts, violations or defaults or terminations,
cancellations or accelerations which individually or in the aggregate
do not materially impair the ability of Stockholder to perform his or
her obligations hereunder. Subject to Pelican Gaming Laws, no consent,
approval, order or authorization of, or registration, declaration, or
filing with, any governmental entity is required by or with respect to
the execution and delivery of this Agreement by Stockholder and the
consummation by Stockholder of the transactions contemplated hereby.
Section 5. NO SOLICITATION. Stockholder agrees that in his or
her individual capacity he or she will not, nor will he or she authorize or
permit any of his or her 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.
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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.
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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.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Agreed and Acknowledged:
JACKPOT ENTERPRISES, INC.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: President and CEO
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