Richxxx X. Xxxxxxxxx ------------------------------------------------------- STOCKHOLDER AGREEMENT AGREEMENT, dated as of January 27, 1997 by and among DENTSPLY International Inc. a Delaware corporation ("Parent"), Image Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Sub"), and Richxxx X. Xxxxxxxxx (xxe "Stockholder"). Except as otherwise defined herein, capitalized terms shall have the respective meanings given to them in the Merger Agreement.
Richxxx X. Xxxxxx Xxxst June 18, 1996 27.85% Buffalo Hotel Joint Venture ("Buffalo") 27.7% Columbus Hotel Joint Venture ("Columbus") 32.3375% Beachwood
Richxxx X. Xxxxxxxxx. Xxomptly on or after the date of this Amendment, TriMas shall prepare and file a Common Stock Registration Statement covering all of the Executive Shares which Richxxx X. Xxxxxxxxx xxxchased under his Executive Letter Agreements (as adjusted from time to time for stock splits, dividends and similar events) and shall use its best efforts to cause the Common Stock Registration Statement to become effective as soon as possible. TriMas shall use its best efforts to keep such Common Stock Registration Statement effective and in compliance with the Securities Act on a continuous basis (i.e., a "shelf" registration), and to provide Richxxx X. Xxxxxxxxx xxxh prospectuses and prospectus supplements in compliance with the Securities Act as may be required from time to time, until the earlier of (A) June 30, 1996 or (B) the date when Richxxx X. Xxxxxxxxx xxxses to own any of the Common Stock registered thereunder. All expenses (other than fees and expenses of counsel to Richxxx X. Xxxxxxxxx) xx connection with such registration pursuant to this Paragraph 1(b) shall be borne by TriMas. If Richxxx X. Xxxxxxxxx xxxposes to sell any shares of Common Stock under such Common Stock Registration Statement pursuant to this Paragraph 1(b), he shall notify the Vice President - General Counsel or the Vice President - Investments of Masco, who in turn shall notify the President (or, if the President is absent or unavailable, any Vice President) of TriMas, and he shall not consummate such sale until the President or a Vice President of TriMas has been notified (or if more than 10 days have elapsed since the last such notice was given); provided, however, that following a "Change in Control" of Masco (as defined in the Executive Letter Agreement) he may notify the President (or, if the President is absent or unavailable, any Vice President) of TriMas directly. TriMas will have the right at any time to suspend all sales of Executive Shares under this Paragraph 1(b), for a period not exceeding a total of 90 days, by notice to Richxxx X. Xxxxxxxxx xx in its good faith judgment the relevant prospectus contains an untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Richxxx X. Xxxxxxxxx xxxll sell his Executive Shares under the Common Stock Registration Statement pursuant to this Paragraph 1(b) only in accordance with the terms of the...
Richxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . Charxxx X. Xxxxxx, XXI . . . . . . . . . . . . . . . . .
Richxxx X. Xxxxxxx............. Mr. Xxxxxxx xxx appointed a Director of AIMCO in 12 Axxxxxxx Xxxx July 1994 and is currently Chairman of the Audit Rumson, NJ 07660 Committee. Mr. Xxxxxxx xx the founder and President of R.S. Xxxxxxx & Xo., Incorporated, a real estate investment banking firm. Prior to forming R.S. Xxxxxxx & Xo., Incorporated in 1987, Mr. Xxxxxxx xxx 31 years experience on Wall Street as an investment banker, serving as: Managing Director and senior banker at Merrxxx Lyncx Xxxital Markets from 1984 to 1987; Managing Director at Warburg Parixxx Xxxxxx xxxm 1978 to 1984; general partner and then Senior Vice President and a director at White, Weld & Co. from 1968 to 1978; and in various capacities at J.P. Xxxxxx & Xo. from 1955 to 1968. Mr. Xxxxxxx xxxrently serves as a director of FelCor Suite Hotels, Inc. and Florida East Coast Industries, Inc. J. Lxxxxx Xxxxxx............... Mr. Xxxxxx xxx appointed a Director of AIMCO in 199 Broadway July 1994 and became Chairman of the Suite 4300 Compensation Committee in March 1998. Mr. Xxxxxx Xxxxxx, XX 80202 has served as President and Chief Executive Officer and a Director of NL Industries, Inc., a manufacturer of titanium dioxide, since 1987. Mr. Xxxxxx xxx served as Chairman of Tremont Corporation, a holding company operating through its affiliates Titanium Metals Corporation ("TIMET") and NL Industries, Inc., since 1990 and as Chief Executive Officer and a director of Tremont since 1998. Mr. Xxxxxx xxx served as Chairman of Timet, an integrated producer of titanium, since 1987 and Chief Executive Officer since January 1995. From 1990 until its acquisition by Dresser Industries, Inc. ("Dresser") in 1994, Mr. Xxxxxx xxxved as Chairman of the Board and Chief Executive Officer of Baroid Corporation, an oilfield services company. In addition to Tremont, NL and TIMET, Mr. Xxxxxx xx a director of Dresser, which is engaged in the petroleum services, hydrocarbon and engineering industries.
Richxxx X. Xxxxxx, xxo shall serve as a Vice President of Surviving Corporation.
Richxxx X. Xxxxx xxxll have executed and delivered the Employment Agreement with the Company, (a copy of which is annexed hereto as Exhibit C).
Richxxx X. Xxxxx xxxll have executed and delivered Escrow Agreement I and Escrow Agreement II with the Company (copies of which are annexed hereto as Exhibits A-1 and A-2, respectively) and an independent escrow agent.
Richxxx X. Xxxxx'x xxxirement benefits in excess of the Defined Benefit Plan shall be funded 50% in cash in accordance with the Sixth Amendment to the Huffy Corporation Supplemental/Excess Benefit Plan and 50% in stock in accordance with the Restricted Share Plan; provided that if the Restricted Share Plan is not approved by the Shareholders of the Corporation the remaining 50% will be paid as an annuity under the terms of the Supplemental/Excess Benefit Plan.
Richxxx X. Xxxxxx XXX, General Counsel for the Company and the Guarantor, shall have furnished to the Representatives his written opinion, dated the Closing Date, to the effect that:
(i) each of the Company and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware;
(ii) each of the Company and the Guarantor has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect;
