EXHIBIT 99.16
[Letterhead of Xxxxxxxxx]
September 30, 1998
Toronto Dominion (New York), Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxx
Dear Sir:
This will confirm the terms of our agreement to sell to you
391,482 Class A Common Shares of Xxxxxxxxx International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Xxxxxxxxx Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Xxxxxxxxx
Inc. (the "Retractable Shares") transferred by The Ravelston Corporation
Limited or a wholly-owned subsidiary thereof to you, and/or the conversion
by you of Series D Preferred Shares of Xxxxxxxxx International Inc. (the
"Preferred Stock") transferred by Xxxxxxxxx Inc. or a wholly-owned
subsidiary thereof to you, as set out in the attached Schedule.
TERMS
1.Price U.S. $13.88 per Purchased Share (or
C$21.167 per Purchased Share) or
U.S. $5,433,770.16 (or C$8,286,499.49)
in aggregate to be paid as follows:
(a) C$6,197,731.75 in Canadian dollars
to Xxxxxxxxx Inc. for the account
of The Ravelston Corporation
Limited on September 30, 1998; and
(b) U.S. $1,369,683.77 to Xxxxxxxxx
Inc. on or about October 1, 1998.
2. Delivery of Share Share certificate(s) for
Certificates and 391,482 Purchased Shares will
Registration Particulars be delivered by 12:01 a.m. on
October 1, 1998 registered as
follows:
Toronto Dominion (New York), Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
To the extent the Purchased Shares are
to be delivered upon retraction of the
Retractable Shares or exchange of the
Preferred Stock, Xxxxxxxxx Inc. will
take such action, at its sole cost and
expense, as may be necessary to cause
such Purchased Shares to be timely
delivered hereunder.
3. Title to Shares The Purchased Shares, Retractable Shares
and Preferred Stock will be delivered to
you free and clear of any charge, lien,
security interest or other encumbrance
of any nature.
4. Condition Our respective obligations to complete
the transaction are subject to execution
by you and Xxxxxxxxx International Inc.
of a forward share purchase transaction
by no later than the close of business
on October 1, 1998.
5. Validity The Purchased Shares, Retractable Shares
and Preferred Stock will be duly
authorized, validly issued, fully paid
and non-assessable.
6. Legality The transactions contemplated hereby,
including the sale of the Purchased
Shares, the Retractable Shares and the
Preferred Stock to you and the
retraction of the Retractable Shares and
the exchange of the Preferred Stock for
Purchased Shares, have been approved by
all necessary corporate action on the
part of Xxxxxxxxx Inc. and Xxxxxxxxx
International Inc., will not breach or
result in a default under any charter
document of, or indenture, agreement or
instrument binding on, Xxxxxxxxx Inc. or
Xxxxxxxxx International Inc. and comply
with all laws and regulations (including
securities laws and regulations)
applicable to Xxxxxxxxx Inc. or
Xxxxxxxxx International Inc. This
agreement constitutes a valid, binding
and enforceable obligations of Xxxxxxxxx
Inc.
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
XXXXXXXXX INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------
Xxxx X. Xxxxxxxx
THE RAVELSTON CORPORATION
LIMITED
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Xxxx X. Xxxxxxxx
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
TORONTO DOMINION (NEW YORK), INC.
/s/ Xxxxxx X. Xxxxx
---------------------------------------
Signature of Authorized Representative
SCHEDULE
Transferor Number, Issuer and Class Number of Purchased Shares
of Shares resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 18,995 shares of Series D 129,957
Preferred Stock of
Xxxxxxxxx International
Inc.
The Ravelston 348,775 retractable 261,518
Corporation Limited common shares of
Xxxxxxxxx Inc.
Xxxxxxxxx Inc. Direct Transfer 7
