EXHIBIT 4.2
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STOCKHOLDERS' AGREEMENT
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(Exhibits and Schedules are omitted pursuant to Item 601(b)(2) of Regulation
S-K. The Company agrees, however, to furnish supplementary a copy of such
omitted items to the Commission upon request.)
5/19/00
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of May 5, 2000 (this "Agreement"), among
STONINGTON HOLDINGS, L.L.C., a Delaware limited liability company (the
"Stockholder"), LEHA, a Netherlands foundation, L&H HOLDING N.V., a Belgium
corporation, L&H HOLDING III, a Luxembourg corporation, OLDCO N.V., a Belgium
corporation, and L&H INVESTMENT COMPANY N.V., a Belgium corporation
(collectively, the "L&H Control Group") and LERNOUT & HAUSPIE SPEECH PRODUCTS
N.V., a Belgium corporation (the "Company")
WHEREAS, the execution and delivery of this Agreement is a condition to the
obligations of the Company and Dictaphone Corporation, a Delaware corporation
("Dictaphone") under the Agreement and Plan of Merger dated as of March 7, 2000,
among the Company, Dark Acquisition Corp., a Delaware corporation and a direct
wholly owned subsidiary of the Company ("Merger Sub"), and Dictaphone (the
"Merger Agreement"), pursuant to which Dictaphone shall merge with and into
Merger Sub, all upon the terms and subject to the conditions set forth in the
Merger Agreement;
WHEREAS, upon consummation of the transactions contemplated by the Merger
Agreement, the Stockholder will beneficially own 9,064,329 shares of common
stock of the Company, adjusted for the two for one stock split of the Company
that will be effective as of May 12, 2000, BEF 10.77 fractional value (together
with any common stock of the Company issued as a dividend or other distribution
with respect thereto, or in exchange therefor, or in replacement thereof, the
"Company Common Stock") and the L&H Control Group (without regard to the
Stockholder) will beneficially own 22,352,984 shares of the Company Common Stock
(the "L&H Shares");
WHEREAS, the Company, the L&H Control Group and the Stockholder now wish to
enter into this Agreement to set forth their understanding as to the matters set
forth herein with respect to, among other things, representation on the
Company's Board of Directors (the "Board") and the holding, acquisition and
transfer of Company Common Stock by the Stockholder and its Affiliates (as
defined below); and
WHEREAS, the parties agree that the arrangements contained in this
Agreement are in the corporate interest of the Company;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the parties hereto hereby agree as follows:
TABLE OF CONTENTS
INTELLECTUAL PROPERTY................................................ 10
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ARTICLE I DEFINITIONS............................................... 10
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SECTION 1.01. Definitions........................................... 10
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ARTICLE II........................................................... 10
GOVERNANCE........................................................... 10
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SECTION 2.01. Initial Board Representation.......................... 10
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SECTION 2.02. Continuing Board Representation....................... 10
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SECTION 2.03. Resignations and Replacements......................... 10
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SECTION 2.04. Voting Agreement...................................... 10
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SECTION 2.05. Removal............................................... 10
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ARTICLE III STANDSTILL PROVISIONS................................... 10
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SECTION 3.01. Standstill Period..................................... 10
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SECTION 3.02. Transfer Restrictions................................. 10
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SECTION 3.03. Acquisition of Additional Shares; Other Restrictions.. 10
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SECTION 3.04. Additional Shares..................................... 10
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ARTICLE IV MISCELLANEOUS............................................ 10
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SECTION 4.01. Interpretation........................................ 10
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SECTION 4.02. Amendments............................................ 10
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SECTION 4.03. Assignment............................................ 10
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SECTION 4.04. No Third-Party Beneficiaries.......................... 10
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SECTION 4.05. Notices............................................... 10
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SECTION 4.06. Counterparts.......................................... 10
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SECTION 4.07. Severability.......................................... 10
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SECTION 4.08. Consent to Jurisdiction............................... 10
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SECTION 4.09. Termination........................................... 10
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SECTION 4.10. Specific Performance.................................. 10
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SECTION 4.11. Governing Law......................................... 10
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ARTICLE I Definitions SECTION 1.01. Definitions . (a) As used in this
Agreement, the following terms shall have the following meanings:
"Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, a
specified person.
"beneficially own" has the meaning set forth in Rule 13d-3, as in effect on
the date hereof, under the Exchange Act.
"Business Day" means any day that is not a Saturday, Sunday or other day on
which banks are closed in The City of New York or in Belgium.
"Change of Control Transaction" means any transaction in which any Person
or two or more Persons acting in concert shall have acquired, or shall have
entered into a definitive agreement providing for the acquisition of, beneficial
ownership, directly or indirectly, of the voting securities of the Company
representing 50% or more of the combined voting power of all voting securities
of the Company.
"Closing" has the meaning set forth in the Merger Agreement.
"Closing Date" has the meaning set forth in the Merger Agreement.
"control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of the Company, whether
through the ownership of voting securities, by contract, or otherwise.
"Director" means a member of the Board.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.
"Group" has the meaning set forth in Rule 13d-5, as in effect on the date
hereof, under the Exchange Act.
"Holder" means the Stockholder and any Permitted Transferee.
"Indemnity and Escrow Agreement" means the Indemnity and Escrow Agreement,
dated as of the date hereof, among the Company, the Stockholder, certain other
stockholders of the Company and an escrow agent.
"Initial Shares" means the number of Stockholder Shares acquired by the
Stockholder at the Closing, taking into account any increase or decrease thereof
by reason of any securities issued or issuable with respect to any such
Stockholder Shares by way of conversion,
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exchange, replacement, stock dividend, stock split or other distribution or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.
"Note Termination Agreement" means the Note Termination Agreement among
Company, Dictaphone and Stonington Financing IV, LLC, date as of March 7, 2000.
"Permitted Transferee" means any Affiliate of the Stockholder.
"Person" means any individual, firm, corporation, partnership, limited
partnership, limited liability company, association, trust, unincorporated
organization or other entity, as well as any syndicate or group acting for the
purpose of acquiring, holding, or disposing of securities.
"Stockholder Director" means a Director designated by the Stockholder
pursuant to this Agreement.
"Stockholder Shares" means the Initial Shares, any other Company Common
Stock now or hereafter beneficially owned by the Stockholder or a Permitted
Transferee and any securities issued or issuable with respect to any such Common
Stock by way of conversion, exchange, replacement, stock dividend, stock split
or other distribution or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.
"Third Party Offer" means an unsolicited bona fide offer by a Person other
than the Holder to acquire more than 50% of the outstanding voting securities of
the Company.
"Transfer" means transfer of a right in rem in shares, for valuable
consideration or for free, even when carried out by way of public auction,
voluntarily or by virtue of a judicial decision, including, but not limited to,
contributions, exchange transactions, transfers of substantially all of assets,
mergers, demergers, absorptions, liquidations or similar transactions, as well
as the granting of options to purchase or sell shares or the conclusion of a
swap or other agreement, that completely or partly transfers the economic
benefits or the ownership of the shares, regardless of whether such a
transaction is realized by means of delivery of securities, in cash or
otherwise.
(b) The following terms have the meanings set forth in the Sections set
forth below:
Term Location
---- --------
Agreement..................................... Preamble
Board......................................... Recitals
Cause......................................... (S)2.05
Company....................................... Preamble
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Company Common Stock.......................... Recitals
Dictaphone.................................... Recitals
Initial Restriction Period.................... (S)3.02(a)
L&H Control Group............................. Preamble
L&H Shares.................................... Recitals
Merger Agreement.............................. Recitals
Merger Sub.................................... Recitals
Standstill Period............................. (S)3.01(a)
Stockholder................................... Preamble
ARTICLE II Governance. SECTION 2.01. Initial Board Representation. (a) As
and from the date hereof, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, III, as a representative of the
Stockholder, shall have the right to attend meetings of the Board pursuant to a
resolution of the Board dated May 2, 2000.
(b) As soon as practicable following the Closing and in any event, no
later than May 22, 2000, the Company will convene a special stockholders'
meeting seeking approval to (i) increase the size of the Board to 17 members,
and (ii) elect the Stockholder Director to the Board for one year. In
connection with such special stockholders meeting, the Stockholder may nominate
a Stockholder Director for election to the Board, and the Company agrees to
cause the slate of Directors presented to the stockholders of the Company for
election to the Board to include the Stockholder Director. The initial
Stockholder Director shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, III.
SECTION 2.02. Continuing Board Representation. As long as the
Holders, in the aggregate, own Stockholder Shares constituting at least 55% of
the Initial Shares, the Stockholder may nominate the Stockholder Director for
appointment to the Board and the parties hereto shall exercise all authority
under applicable law to cause any slate of Directors presented to the
stockholders of the Company for election to the Board to include the Stockholder
Director.
SECTION 2.03. Resignations and Replacements. Subject to Section
2.02 and Section 2.05, if a Stockholder Director ceases to serve as a Director
for any reason, the vacancy created by such Director ceasing to serve shall be
filled by the affirmative vote of a majority of the remaining Directors then in
office with an individual designated by the Stockholder, who shall hold office
as a Director until the next general stockholders' meeting of the Company, at
which time such new Stockholder Director shall be presented to the stockholders
of the Company for election to the Board in accordance with Section 2.02.
SECTION 2.04. Voting Agreement. (a) The L&H Control Group shall
take all actions necessary to vote all the L&H Shares entitled to vote and owned
or held of record by the L&H Control Group at any annual or special stockholders
meeting at which one or more directors are elected in favor of, or shall take
all actions by written consent in lieu of any such
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meeting necessary to cause, the election of the Stockholder Director to the
Board, so long as the Stockholder Director is entitled to be a member of the
Board pursuant to this Article II. If the L&H Control Group shall refuse to vote
the L&H Shares as provided in this Section 2.04(a) at any meeting of
stockholders of the Company, or shall refuse to give its written consent in lieu
of a meeting, thereupon, without further action by the Stockholder, the
Stockholder shall be, and hereby is, irrevocably constituted the attorney-in-
fact and proxy of the L&H Control Group solely for the purpose of voting, and
shall vote such L&H Shares at such meeting as provided in this Section 2.04(a)
or give such consent, as the case may be. In connection herewith, the L&H
Control Group agrees to execute such proxy documents as may be necessary to
comply with the provisions of article 74, section 2 of the Belgium Coordinated
Laws on Commercial Companies (the "BCLCC").
(b) The Stockholder shall take all actions necessary to vote all the
Stockholder Shares entitled to vote and owned or held of record by the
Stockholder at any annual or special stockholders meeting at which one or more
directors are elected in favor of, or shall take all actions by written consent
in lieu of any such meeting necessary to cause, the election of the designees of
the L&H Control Group to the Board, so long as the Stockholder Director is
entitled to be a member of the Board pursuant to this Article II. If the
Stockholder shall refuse to vote the Stockholder Shares as provided in this
Section 2.04(b) at any meeting of stockholders of the Company, or shall refuse
to give its written consent in lieu of a meeting, thereupon, without further
action by the L&H Control Group, any representative of the L&H Control Group
shall be, and hereby is, irrevocably constituted the attorney-in-fact and proxy
of the Stockholder for the purpose of voting, and shall vote such Stockholder
Shares at such meeting as provided in this Section 2.04(b) or give such consent,
as the case may be. In connection therewith, the Stockholder agrees to execute
such proxy document as may be necessary to comply with the provisions of article
74, section 2 of the BCLCC.
SECTION 2.05. Removal. (a) The L&H Control Group agrees that, if,
at any time, the L&H Control Group is then entitled to vote for the removal of
directors of the Company, so long as the Stockholder Director is entitled to be
a member of the Board pursuant to this Article II, the L&H Control Group will
not vote any L&H Shares in favor of the removal of any Stockholder Director
elected pursuant to Section 2.01, 2.02 or 2.03 unless such removal shall be for
Cause. Removal for "Cause" shall mean removal of a director because of such
director s (A) willful or persistently repeated material non-performance of the
director's duties to the Company (other than by reason of the incapacity of the
director due to physical or mental illness) after notice by the Board of such
failure and the director's non-performance and continued, willful or
persistently repeated material non-performance after such notice, (B) the
indictment of the director for a felony offense, or (C) the commission by the
director of fraud or any willful misconduct that brings the reputation of the
Company into serious disrepute or causes the director to cease to be able to
perform his duties.
(b) The Stockholders agrees that, if, at any time, the Stockholder is
entitled to vote for the removal of directors of the Company, so long as the
Stockholder Director is entitled to be a member of the Board pursuant to this
Article II, the Stockholder will not vote any
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Stockholder Shares in favor of the removal of any director nominated to the
Board by the L&H Control Group unless such removal shall be for Cause.
ARTICLE III Standstill Provisions. SECTION 3.01. Standstill Period. The
"Standstill Period" shall mean the period beginning on the Closing Date and
continuing until the second anniversary of the Closing Date. Without limiting
the rights of the Stockholder set forth in Article II, the Standstill Period
shall be suspended:
(A) during such time as the Company is engaged in a process
calculated to result in a Change of Control Transaction, but only so long
as the Company has not terminated such process; provided that the
Stockholder will be notified promptly by the Company of its determination
to engage in any such process; or
(B) during such time as a Third Party Offer is outstanding.
SECTION 3.02. Transfer Restrictions. (a) Subject to the terms of
Section 3.02(b), during the Standstill Period, the Stockholder shall not,
directly or indirectly, Transfer any Initial Shares except (i) pursuant to the
terms of the Indemnity and Escrow Agreement or (ii) pursuant to a Third Party
Offer.
(b) The restrictions set forth in Section 3.02(a) shall not apply to
the Transfer by the Stockholder of up to 5,435,069 Initial Shares.
(c) From and after the end of the Standstill Period, Holders may
Transfer any Stockholder Shares free of any restrictions in this Agreement.
(d) In the event any Holder intends to Transfer Stockholder Shares in
a block trade of 50,000 or more shares, the Holder shall give prior notice
thereof to the Company.
(e) Each certificate representing the Stockholder Shares shall, except
as otherwise provided in this Section 3.02, be stamped or otherwise be imprinted
with legends substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON DISPOSITION AND OTHER RESTRICTIONS OF A
STOCKHOLDERS AGREEMENT DATED AS OF MAY 5, 2000, BETWEEN THE
HOLDER HEREOF AND LERNOUT & HAUSPIE SPEECH PRODUCTS N.V."
SECTION 3.03. Acquisition of Additional Shares; Other Restrictions .
During the Standstill Period (excluding such period during which the Standstill
Period may be suspended pursuant to Section 3.01(a)), other than as provided in
the Note Termination
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Agreement, the Stockholder shall not, directly or indirectly, and shall cause
its Affiliates not to, directly or indirectly:
(a) Acquire, announce an intention to acquire, offer to acquire, or
enter into any agreement, arrangement or undertaking of any kind the purpose of
which is to acquire, by purchase, exchange or otherwise, (i) any shares of
Company Common Stock or (ii) any other security convertible into, or any option,
warrant or right to acquire, Company Common Stock or (iii) all or substantially
all of the assets of the Company or any of its Affiliates, provided that
Sections 3.03(a)(i) and (ii) shall not be applicable if the aggregate percentage
of outstanding Company Common Stock is increased solely as a result of corporate
action taken by the Company and not caused by any action taken by the
Stockholder or any of its Affiliates.
(b) Solicit, or participate in any solicitation of, proxies with
respect to any Company Common Stock, or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A of the Exchange Act)
in opposition to any matter that has been recommended by a majority of the
Directors or in favor of any matter that has not been approved by a majority of
the Directors.
(c) Propose or otherwise solicit stockholders of the Company for the
approval of one or more stockholder proposals, seek or solicit support for
(whether publicly or privately) any written consent of stockholders of the
Company, attempt to call a special meeting of stockholders, nominate or attempt
to nominate any Person for election as a Director (except in accordance with
Article II), or seek the removal or resignation of any Director (other than a
Stockholder Director) (except in accordance with Article II), in each case in
opposition to any matter that has been recommended by a majority of the
Directors (and such recommendation has not been revoked or withdrawn) or in
favor of any matter that has not been approved by a majority of the Directors.
(d) Deposit any Company Common Stock in a voting trust or similar
agreement or subject any Company Common Stock to any arrangement or agreement
with respect to the voting of such Company Common Stock.
(e) Take any action to form, join or in any way participate in any
partnership, limited partnership, syndicate or other Group with respect to
Company Common Stock or otherwise act in concert with any Person for the purpose
of circumventing the provisions or purposes of this Agreement.
(f) Propose (or publicly announce or otherwise disclose an intention
to propose), solicit, offer, seek to effect, negotiate with or provide any
confidential information relating to the Company or its business to any other
Person with respect to, any tender or exchange offer, merger, consolidation,
share exchange, business combination, restructuring, recapitalization or similar
transaction involving the Company or fail to withdraw from any such proposal
that, in the opinion of counsel to the Company, would require the Company to
make a public announcement with respect thereto; provided, that nothing set
forth in this Section 3.03(f)
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shall prohibit the Stockholder from soliciting, offering, seeking to effect and
negotiating with any Person with respect to Transfers of Company Common Stock
otherwise permitted by this Article III; provided further, that in so doing the
Stockholder shall not (x) issue any press release or otherwise make any public
statements (other than statements made in response to any request by any Person
for confirmation by the Stockholder or any of its Affiliates of information
contained in any statement on Schedule 13D under the Exchange Act) with respect
to such action (provided that the Stockholder may, and may permit its Affiliates
to, make any statement required by applicable law, including without limitation,
the amendment of any statement on Schedule 13D under the Exchange Act);
provided, however, that in doing so Stockholder shall not provide any
confidential information relating to the Company or its business to any such
Person, and; provided, further, that nothing in this Section 3.03(f), shall
apply to discussions between or among officers, employees or agents of
Stockholder and the Stockholder Director.
(g) Assist, advise, encourage or influence in any respect any third
party to seek to control management of the Company including, without limitation
assisting such third party in (i) influencing the Board or the management or
policies of the Company or (ii) acquiring, holding, voting or disposing of
voting securities of the Company.
(h) Take any other action to seek control of the Company.
(i) Make or in any way advance any request or proposal to amend,
modify or waive any provision of this Agreement except in a nonpublic and
confidential manner.
(j) Announce an intention to do, or solicit, assist, prompt, induce or
attempt to induce any Person to do, any of the actions restricted or prohibited
under subparagraphs (a) through (i) above.
Notwithstanding the restrictions contained in this Section 3.03, none
of actions taken by any Stockholder Director as a member of the Board pursuant
to such Person's responsibilities in such capacity or the exercise by any Holder
of its voting rights with respect to any Stockholder Shares shall be deemed to
violate this Section 3.03.
SECTION 3.04. Additional Shares. All shares of Company Common Stock
acquired by a Holder pursuant to this Article III or as a result of a
recapitalization of the Company or any other action taken by the Company, shall
be subject to all of the terms, covenants and conditions of this Agreement.
ARTICLE IV Miscellaneous. SECTION 4.01. Interpretation.
(a) The headings contained in this Agreement and, in the table of
contents to this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
(b) In the event of an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or
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burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.
(c) The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed
to be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include the Person's successors and
permitted assigns, (iii) the words "herein", "hereof" and "hereunder", and words
of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, and (iv) all references herein to
Articles and Sections shall be construed to refer to Articles and Sections of
this Agreement.
SECTION 4.02. Amendments. No amendment, modification or waiver in
respect of this Agreement shall be effective unless it shall be in writing and
signed by all parties hereto.
SECTION 4.03. Assignment. Except where otherwise expressly
provided herein, this Agreement and the rights and obligations hereunder shall
not be assignable or transferable by the parties hereto (except by operation of
law in connection with a merger, or sale of substantially all the assets, of the
parties hereto) without the prior written consent of the other parties hereto;
provided, however, that the Stockholder may assign its rights and obligations
hereunder to a Permitted Transferee. Any attempted assignment in violation of
this Section 4.03 shall be void.
SECTION 4.04. No Third-Party Beneficiaries. This Agreement is for
the sole benefit of the parties hereto and their permitted assigns and nothing
herein expressed or implied shall give or be construed to give to any Person,
other than the parties hereto and such assigns, any legal or equitable rights
hereunder.
SECTION 4.05. Notices. All notices or other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by prepaid telex, cable or telecopy or sent, postage
prepaid, by registered, certified or express mail or reputable overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, five days after mailing (two Business Days in the case
of express mail or overnight courier service), as follows:
(i) if to the Company,
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Lernout & Hauspie Speech Products N.V.
Flanders Language Valley 50
8900 Ieper
Belgium
Attention: General Counsel and Chief Financial Officer
(i) if to the L&H Control Group,
c/o Lernout & Hauspie Speech Products NV
Flanders Language Valley 50
8900 Ieper
Belgium
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(ii) if to the Stockholder,
c/o Stonington Partners, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, III
with a copy to:
Shearman & Sterling
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇'▇▇▇▇▇
SECTION 4.06. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the parties and delivered to the other party. Copies of
executed counterparts transmitted by telecopy, telefax or other electronic
transmission service shall be considered original executed counterparts for
purposes of this Section 4.06; provided that receipt of copies of such
counterparts is confirmed.
SECTION 4.07. Severability. If any provision of this Agreement
(or any portion thereof) or the application of any such provision (or any
portion thereof) to any Person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other Persons or circumstances.
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SECTION 4.08. Consent to Jurisdiction. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of (a) a Federal court for the
Southern District of New York and (b) any New York state court located in the
County of New York, for the purposes of any suit, action or other proceeding
arising out of this Agreement or any transaction contemplated hereby. Each of
the parties hereto agrees to commence any action, suit or proceeding relating
hereto either in a Federal Court for the Southern District of New York or in a
New York state court located in the County of New York. The Company and the L&H
Control Group further agrees that service of any process, summons, notice or
document by U.S. registered mail to the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Freed &
Gesmer, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
shall be effective service of process for any action, suit or proceeding in New
York with respect to any matters to which it has submitted to jurisdiction in
this Section 4.08. Each of the parties hereto irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement or the transactions contemplated hereby in (i) any
Federal court for the Southern District of New York or (ii) any New York state
court located in the County of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.
SECTION 4.09. Termination. This Agreement shall expire on the
fifth anniversary hereof.
SECTION 4.10. 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 equity.
.
SECTION 4.11. Governing Law. Subject to the mandatory requirements
of the internal laws of the Kingdom of Belgium, this Agreement shall be governed
by and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State other than
Section 5-1401 of the New York General Obligations Law.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
LERNOUT & HAUSPIE SPEECH
PRODUCTS N.V.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By /s/ Jo Lernout
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Name: Jo Lernout
Title: Managing Director
STONINGTON HOLDINGS, L.L.C.
By /s/ ▇▇▇▇▇▇ Fitgibbons, III
--------------------------
Name: ▇▇▇▇▇▇ ▇. Fitgibbons, III
Title:
LEHA
By /s/ Jo Lernout
--------------
Name: Jo Lernout
Title: Director
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Director
L&H HOLDING N.V.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By /s/ Jo Lernout
--------------
Name: Jo Lernout
Title: Managing Director
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L&H HOLDING III
By /s/ Jo Lernout
--------------
Name: Jo Lernout
Title: Director
OLDCO N.V.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
L&H INVESTMENT COMPANY N.V.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Co-Chairman
By /s/ Chantal Mestdaghlde
-----------------------
Name: Chantal Mestdaghlde
Title: Director
STOCKHOLDERS AGREEMENT
Among
STONINGTON HOLDINGS, L.L.C.,
LEHA,
L&H HOLDING N.V.,
L&H HOLDING III,
OLDCO N.V.
L&H INVESTMENT COMPANY N.V.,
and
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
Dated as of May 5, 2000
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