EXHIBIT C-15
SHAREHOLDER TENDER AGREEMENT
This Shareholder Tender Agreement (the "Agreement") is made and entered
into as of the _____ day of _______, 1998, by and between The Xxxxxxx Companies,
Inc., a Wisconsin corporation ("Xxxxxxx"), and ______________________________
("Shareholder"), a shareholder of PMC International, Inc., a Colorado
corporation (the "Company").
WHEREAS, Xxxxxxx has entered into negotiations with the Company and,
subject to entering into a definitive merger agreement, proposes to offer to
purchase all of the outstanding shares of the Company's common stock, par value
$.01 per share (the "Common Stock") at a price of at least $__________ per share
in a tender offer and proceed with a subsequent merger; and
WHEREAS, Xxxxxxx desires the tender of Shareholder's shares of Common Stock
in the tender offer, and Shareholder is willing to tender [his/her/its] shares
of Common Stock in the tender offer at a price of at least $__________ per
share;
NOW, THEREFORE, in consideration of inducing Xxxxxxx to proceed with
negotiating a definitive merger agreement and a tender offer and the premises
and the mutual covenants and agreements set forth herein and for other
consideration, the validity and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Shareholder Tender. Shareholder agrees to tender as promptly as
practicable after Xxxxxxx commences (within the meaning of Rule 14d-2 under the
Securities Exchange Act of 1934, as amended) an offer to purchase all
outstanding shares of Common Stock at a price of at least $__________ per share
(the "Offer"), to Xxxxxxx or an affiliate all shares of Common Stock which are
outstanding and beneficially owned by Shareholder as of this date (_______
shares) and all shares subsequently acquired by Shareholder, pursuant to and in
accordance with the terms and conditions of the Offer and to not withdraw such
shares.
2. Termination. If any of the conditions set forth in the Offer have not
been satisfied or waived by Xxxxxxx by December 31, 1998 (or earlier, if
required by law), this Agreement shall terminate and Xxxxxxx shall return all
shares of Common Stock, if any, tendered by Shareholder.
3. Effect of Termination. In the event this Agreement is terminated
pursuant to Section 2 hereof, this Agreement shall become void and have no
effect, without any liability on the part of any party or its directors,
officers or shareholders.
4. Legality. The parties stipulate and agree that the provisions
contained herein are reasonable and are not known or believed to be in violation
of any federal or state law or regulation. In the event a court of competent
jurisdiction finds any provision contained herein to be illegal or
unenforceable, such court may modify such provision to make it valid and
enforceable. Such modification shall not affect the remainder of this Agreement,
which shall continue at all times to be valid and enforceable.
5. Entire Agreement. This Agreement contains the entire understanding of
the parties relative to the matters contained herein and therein, and may be
assigned to a wholly owned subsidiary of Xxxxxxx, at Xxxxxxx'x option.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin.
7. Counterparts. This Agreement may be executed in two counterparts,
manually or in facsimile, each of which shall be deemed to be an original, but
both of which, taken together, shall constitute one and the same instrument.
8. Amendments; Waiver. This Agreement may be amended by the parties
hereto and the terms and conditions hereof may be waived only by an instrument
in writing signed on behalf of each of the parties hereto, or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.
9. No Liability. This Agreement does not constitute and will not give
rise to any legally binding obligation on the part of Xxxxxxx or its affiliates
to enter into a definitive merger agreement or proceed with the Offer, and no
past or future action, course of conduct, or failure to act relating to the
negotiation of the terms of any definitive merger agreement, will give rise to
or serve as a basis for any obligation or other liability on the part of Xxxxxxx
or its affiliates.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
------------------------------------
[Name of Shareholder]
The Xxxxxxx Companies, Inc.
By:
--------------------------------
Its
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Exhibit C-15 Page 2
SIGNED SHAREHOLDER TENDER AGREEMENTS
10/29/98
SHAREHOLDER NAME # of SHARES
Xxxxx, Xxxxxx Custodian for Xxxxxxxx 2,500
Xxxxx, Xxxxxx X. 5,000
Xxxxx, Xxxxxx X. Trust, Xxxxxx trustee 2,500
Xxxxx, Xxxx X. Trust, Xxxxxx trustee 2,500
Xxxxx, Xxxxxx and Xxxxxx Xxxxxxx 3,100
Xxxxxxxxxxx, Xxxxxx X. 5,000
Xxxx, Xxxxxx X. 7,562
Xxxx, Xxxxxx/Xxxxxx 17,437
Xxxxx, Xxxxxxx X. 1,039.67
Xxxxx, Xxxx x/f Xxxx Xxxxx 250
Xxxxx, Xxxx x/f Xxxxx X. 150
Xxxxx, Xxxxxxx 5,500
Xxxxx, Xxxxxxxx & Xxxxx 123,166.5
Xxxxx, Xxxx X. 6,666.5
Xxxxxxxx, Xxxxx 1,762.5
Xxxx, Xxxxxxx X. 4,037
Xxxx, Xxxxx X. ITF Xxxxxxxx 1,500
Xxxx, Xxxxx/Xxxx 8,500
Xxxx, Xxxx X. X. Xxxxx Estate Securities 3,462
XxxXxxxxx, Xxxxx X. 5,500
Xxxxxxx, Xxxxx X. 5,750
Xxxxxxx, Xxxxxx 3,250
Xxxxxx, Xxxx 5,500
Nevcorp 1,000
Xxxxxx, Xxxxxxxx 16,500
Xxxxxxx, Xxxx 2,643.75
Xxxxxx, X. X. Xxxxx 1,500
Xxxxxx, Xxxxxxx X. 2,500
Xxxxx, Xxxxxxx X. 5,000
Xxx Xxxxx, Xxxxxx 10,000
Xxxxx, Xxx 1,500
262,276.92
