THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO
ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT MIGHT REQUIRE THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION.
(F)
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR
OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY ANY OF THE PARTIES HERETO (WHETHER BY
OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES EXCEPT THAT PURCHASER OR MERGER SUB MAY ASSIGN, IN ITS SOLE DISCRETION
AND WITHOUT THE CONSENT OF ANY OTHER PARTY, ANY OR ALL OF ITS RIGHTS, INTERESTS
AND OBLIGATIONS HEREUNDER TO EACH OTHER OR TO ONE OR MORE DIRECT OR INDIRECT
WHOLLY OWNED SUBSIDIARIES OF PURCHASER (EACH, AN "ASSIGNEE").
ANY SUCH ASSIGNEE
MAY THEREAFTER ASSIGN, IN ITS SOLE DISCRETION AND WITHOUT THE CONSENT OF ANY
OTHER PARTY, ANY OR ALL OF ITS RIGHTS, INTERESTS AND OBLIGATIONS HEREUNDER TO
ONE OR MORE ADDITIONAL ASSIGNEES.
SUBJECT TO THE PRECEDING SENTENCE, THIS
AGREEMENT WILL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY,
THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THE PROVISIONS OF
THIS AGREEMENT ARE NOT INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES
HERETO ANY RIGHTS OR REMEDIES HEREUNDER.
(G)
SEVERABILITY OF PROVISIONS.
IF ANY TERM OR PROVISION OF THIS AGREEMENT IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY RULE OF LAW OR PUBLIC POLICY,
ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS REMAIN
IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS NOT AFFECTED IN ANY MANNER
ADVERSE TO ANY PARTY.
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
9
MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS
CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO THE END THAT THE TRANSACTIONS ARE
FULFILLED TO THE EXTENT POSSIBLE.
(H)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO ACKNOWLEDGE THAT MONEY DAMAGES
WOULD BE AN INADEQUATE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY ANY PARTY
HERETO, AND THAT THE OBLIGATIONS OF THE PARTIES HERETO SHALL BE ENFORCEABLE BY
ANY PARTY HERETO THROUGH INJUNCTIVE OR OTHER EQUITABLE RELIEF.
(I)
AMENDMENT.
NO AMENDMENT, MODIFICATION OR WAIVER IN RESPECT OF THIS
AGREEMENT SHALL BE EFFECTIVE AGAINST ANY PARTY UNLESS IT SHALL BE IN WRITING AND
SIGNED BY SUCH PARTY.
(J)
BINDING NATURE.
THIS AGREEMENT IS BINDING UPON AND IS SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, LEGAL
REPRESENTATIVES AND ASSIGNS.
[SIGNATURE PAGES FOLLOW]
10
IN WITNESS WHEREOF, Purchaser, Merger Sub and the Shareholders have caused this
Agreement to be duly executed and delivered as of the date first written above.
PURCHASER:
SL INDUSTRIES, INC.
By:
/s/ James C. Taylor
Name:
James C. Taylor
Title:
President & CEO
MERGER SUB:
LAKERS ACQUISITION CORP.
By:
/s/ James C. Taylor
Name:
James C. Taylor
Title:
President
[SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT]
IN