{"id":43934,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-agreement-the-walt-disney-co-berkshire-hathaway-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-agreement-the-walt-disney-co-berkshire-hathaway-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stock-agreement-the-walt-disney-co-berkshire-hathaway-inc.html","title":{"rendered":"Stock Agreement &#8211; The Walt Disney Co., Berkshire Hathaway Inc., and Thomas S. Murphy"},"content":{"rendered":"<pre>\n                             STOCK AGREEMENT\n\n\n     STOCK AGREEMENT, dated as of July 31, 1995, among The Walt Disney\nCompany, a Delaware corporation (\"Purchaser\"), Berkshire Hathaway, Inc.,\na Delaware corporation (\"BH\") and Thomas S. Murphy (solely for purposes\nof Section 1.04 hereof).\n\n     WHEREAS, as of the date hereof subsidiaries and affiliates of BH\n(the \"Shareholders\") own (either beneficially or of record) 20,000,000\nshares of common stock, par value $0.10 per share (\"Company Common\nStock\"), of Capital Cities\/ABC Inc., a New York corporation (the\n\"Company\") (all such shares and any shares hereafter acquired by the\nShareholders prior to the termination of this Agreement being referred\nto herein as the \"Shares\");\n\n     WHEREAS, concurrently herewith, the Purchaser and the Company are\nentering into an Agreement and Plan of Reorganization (as such Agreement\nmay hereafter be amended from time to time, the \"Merger Agreement\"),\npursuant to which, upon the terms and subject to the conditions thereof,\nMerger Sub B (as defined in the Merger Agreement) will be merged (the\n\"Company Merger\") with and into the Company; and\n\n     WHEREAS, as a condition to the willingness of the Purchaser to\nenter into the Merger Agreement, the Purchaser has requested that each\nShareholder agree, and, in order to induce the Purchaser to enter into\nthe Merger Agreement, each Shareholder has agreed to grant the Purchaser\nproxies to vote such Shareholder's Shares;\n\n     NOW, THEREFORE, in consideration of the premises and of the mutual\nrepresentations, warranties, covenants and agreements set forth herein\nand in the Merger Agreement, the parties hereto, intending to be legally\nbound, hereby agree as follows:\n\n\n                                  ARTICLE I\n\n     SECTION 1.01.  TRANSFER OF SHARES.  Until the close of business on\nthe date of the special meeting of shareholders called to consider and\nvote upon the Company Merger (the \"Special Meeting\") and except as\notherwise provided herein, BH will cause each Shareholder not to (a)\nsell, pledge or otherwise dispose of any of its Shares, (b) deposit its\nShares into a voting trust or enter into a voting agreement or\narrangement with respect to such Shares or grant any proxy with respect\nthereto or (c) enter into any contract, option or other arrangement or\nundertaking with respect to the direct or indirect acquisition or sale,\nassignment, transfer or other disposition of any Company Common Stock.\n\n                                       \n\n\n     SECTION 1.02.  VOTING OF SHARES; FURTHER ASSURANCES.  BH will\ncause each Shareholder, by this Agreement, with respect to those Shares\nthat it owns of record on the record date for voting at the Special\nMeeting, to vote such shares (or to execute written consents with\nrespect to such Shares) (i) in favor of the adoption of the Merger\nAgreement and approval of the Company Merger and the other transactions\ncontemplated by the Merger Agreement, (ii) against any Alternative\nProposal (as defined in the Merger Agreement) and (iii) in favor of any\nother matter necessary to consummation of the transactions contemplated\nby the Merger Agreement and considered and voted upon at the Special\nMeeting.  BH will cause each Shareholder to cause the Shares owned by it\nbeneficially to be voted in accordance with the foregoing.  BH\nacknowledges receipt and review of a copy of the Merger Agreement.  \n\n     SECTION 1.03.  NO SOLICITATION.  Prior to the Effective Time, (a)\nBH shall not permit any Shareholder or any subsidiary of any Shareholder\nor any of their respective officers, directors, employees, agents and\nrepresentatives (including, without limitation, any investment banker,\nattorney or accountant retained by it or any of its subsidiaries) to,\ninitiate, solicit or encourage, directly or indirectly, any inquiries or\nthe making or implementation of any proposal or offer (including,\nwithout limitation, any proposal or offer to the Company's shareholders)\nwith respect to an Alternative Proposal (as defined in the Merger\nAgreement) or engage in any negotiations concerning, or provide any\nconfidential information or data to, or have any discussions with, any\nperson relating to an Alternative Proposal, or otherwise facilitate any\neffort or attempt to make or implement an Alternative Proposal and (b)\nBH will cause each Shareholder to notify the Purchaser immediately if\nany such inquiries or proposals are received by, any such information is\nrequested from, or any such negotiations or discussions are sought to be\ninitiated or continued with, it.\n\n     SECTION 1.04.  PRIOR PROXY.  Thomas S. Murphy hereby agrees to\nrelinquish all rights with respect to, and to not exercise any rights or\npowers pursuant to, the proxies given by the Shareholders pursuant to\nthat certain Agreement dated July 2, 1986 among Capital Cities\nCommunications, Inc., a New York corporation, and the Shareholders, as\namended, and releases each Shareholder from any further liability or\nobligation thereunder to the extent necessary to comply with this\nAgreement.\n\n\n                                  ARTICLE II\n\n\n     SECTION 2.01.  NOTICES.  All notices and other communications\ngiven or made pursuant hereto shall be in writing and shall be deemed to\nhave been duly given or made as of the date delivered, mailed or\ntransmitted, and shall be effective upon receipt, if delivered\npersonally, mailed by registered or certified mail (postage prepaid,\nreturn receipt requested) to the parties at the following addresses (or\nat such other address for a party as shall be specified by like changes\nof address) or sent by electronic transmission to the telecopier number\nspecified below:\n\n                                       2\n\n\n          (a)  If to the Purchaser:\n\n               The Walt Disney Company\n               500 South Buena Vista Street\n               Burbank, CA  91521\n               Attention:  General Counsel\n\n               with a copy to:\n\n               Dewey Ballantine\n               1301 Avenue of the Americas\n               New York, NY 10019\n               Attention:  Morton A. Pierce\n               Telecopier No.: (212) 259-6333\n\n          (b)  If to a Shareholder, at the address set forth on\n     Schedule I hereto.\n          \n               Berkshire Hathaway, Inc.\n               1440 Kiewit Plaza\n               Omaha, NE  68131\n               Attention:  Warren E. Buffett\n\n               with a copy to:\n\n               Cravath, Swaine &amp; Moore\n               Worldwide Plaza\n               825 Eighth Avenue\n               New York, NY  10019\n               Attention:  Samuel C. Butler\n               Telecopier No.:  (212) 474-3700\n\n          \n     SECTION 2.02.  HEADINGS.  The headings contained in this Agreement\nare for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement.\n\n     SECTION 2.03.  SEVERABILITY.  If any term or other provision of\nthis Agreement is invalid, illegal or incapable of being enforced by any\nrule of law or public policy, all other conditions and provisions of\nthis Agreement shall nevertheless remain in full force and effect so\nlong as the economic or legal substance of the transactions contemplated\nhereby is not affected in any manner materially adverse to any party. \nUpon such determination that any term or other provision is invalid,\nillegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the\noriginal intent of the parties as closely as possible to the fullest\nextent \n                                       3\n\npermitted by applicable law in an acceptable manner to the end\nthat the transactions contemplated hereby are fulfilled to the extent\npossible.\n\n     SECTION 2.04.  ENTIRE AGREEMENT.  This Agreement constitutes the\nentire agreement of the parties and supersedes all prior agreements and\nundertakings, both written and oral, between the parties, or any of\nthem, with respect to the subject matter hereof.\n\n     SECTION 2.05.  CERTAIN EVENTS.  BH agrees that this Agreement and\nthe obligations hereunder shall attach to each Shareholder's Shares and\nshall be binding upon any person to which legal or beneficial ownership\n(as such term is applied under Rule 13d-3 of the Exchange Act) of such\nShares shall pass, whether by operation of law or otherwise. \nNotwithstanding any transfer of Shares, the transferor shall remain\nliable for the performance of all obligations under this Agreement of\nthe transferor.\n\n     SECTION 2.06.  ASSIGNMENT.  This Agreement shall not be assigned\nby operation of law or otherwise.\n\n     SECTION 2.07.  PARTIES IN INTEREST.  This Agreement shall be\nbinding upon and inure solely to the benefit of each party hereto, and\nnothing in this Agreement, express or implied, is intended to or shall\nconfer upon any person any right, benefit or remedy of any nature\nwhatsoever under or by reason of this Agreement.\n\n     SECTION 2.08.  SPECIFIC PERFORMANCE.  The parties hereto agree\nthat irreparable damage would occur in the event any provision of this\nAgreement was not performed in accordance with the terms hereof and that\nthe parties shall be entitled to specific performance of the terms\nhereof, in addition to any other remedy at law or in equity.\n\n     SECTION 2.09.  GOVERNING LAW.  This Agreement shall be governed\nby, and construed in accordance with, the laws of the State of New York,\nwithout giving effect to principles of conflicts of laws.\n\n     SECTION 2.10.  COUNTERPARTS.  This Agreement may be executed in\none or more counterparts, and by the different parties hereto in\nseparate counterparts, each of which when executed shall be deemed to be\nan original but all of which, taken together, shall constitute one and\nthe same agreement.\n\n     SECTION 2.11.  TERMINATION.  This Agreement shall terminate\nautomatically immediately upon termination of the Merger Agreement.\n\n                                       4\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe date first above written.\n\n                              THE WALT DISNEY COMPANY\n\n\n\n                              By: \/s\/ Michael D. Eisner\n                                  ----------------------------\n                                  Name:  Michael D. Eisner\n                                  Title: Chairman of the Board\n                                  and Chief Executive Officer\n\n\n\n\n\n                              BERKSHIRE HATHAWAY, INC.\n\n\n\n                              By: \/s\/ Warren E. Buffett\n                                  ----------------------------\n                                  Name:  Warren E. Buffett\n                                  Title: Chairman of the Board\n                                  and Chief Executive Officer\n\n\n\n\n                                  \/s\/ Thomas S. Murphy\n                                  ----------------------------\n                                  Thomas S. Murphy\n                                  (solely for purposes of\n                                   Section 1.04 hereof) \n\n                                       5\n                                       \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6889,7331],"corporate_contracts_industries":[9532,9446],"corporate_contracts_types":[9629,9633],"class_list":["post-43934","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-berkshire-hathaway-inc","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_industries-insurance__property","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43934","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43934"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43934"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43934"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43934"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}