STOCKHOLDER VOTING AND OPTION AGREEMENT
AGREEMENT, dated as of November 11, 1997 between Tekni-Plex, Inc., a
Delaware corporation ("Buyer"), and the persons listed on the signature pages
hereto (each a "Stockholder" and collectively the "Stockholders").
WHEREAS, in order to induce Buyer and P.T. Holding, Inc., a Delaware
corporation and a wholly-owned subsidiary of Buyer ("Merger Subsidiary"), to
enter into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), with PureTec Corporation, a Delaware corporation (the
"Company"), Buyer has requested the Stockholders, and the Stockholders have
agreed, to enter into this Agreement with respect to all shares of common stock,
par value $0.01 per share, of the Company (the "Common Stock") that such
Stockholders beneficially own and any additional shares acquired by the
Stockholders (whether by purchase or otherwise) after the date of this Agreement
(the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO REPAY LOANS
SECTION 1.1. Voting Agreement. (a) Each Stockholder hereby agrees to
vote all Shares that such Stockholder is entitled to vote, in favor of the
approval and adoption of the Merger Agreement, the Merger and all agreements
related to the Merger and any actions related thereto at any meeting of the
stockholders of the Company, and at any adjournment thereof, at which such
Merger Agreement and other related agreements (or any amended version thereof),
or such other actions, are submitted for the consideration and vote of the
stockholders of the Company. Each Stockholder hereby agrees that, from the date
hereof until the earlier of (x) the consummation of the Merger and (y) the
termination of the Merger Agreement it will not vote any Shares in favor of the
approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization,
liquidation or winding up of the Company or any other extraordinary transaction
involving the Company, (iii) corporate action the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the
Merger Agreement or (iv) other matter relating to, or in connection with, any of
the foregoing matters.
(b) The Stockholders make no agreement or understanding herein in their
capacities as directors or officers of the Company. Each Stockholder signs
solely in his capacity as a recordholder and/or beneficial owner of Shares, and
nothing herein shall limit or affect any actions taken in such Stockholder's
capacity as an officer or director of the Company.
SECTION 1.2. Irrevocable Proxy. Each Stockholder hereby revokes any and
all previous proxies granted with respect to the Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by Section
1.01 above as Buyer or its proxy or substitute shall, in Buyer's sole
discretion, deem proper with respect to such Stockholder's Shares. The proxy
granted by each Stockholder pursuant to this Article 1 is irrevocable and is
granted in consideration of Buyer entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. The proxy granted by
each Stockholder shall be automatically revoked upon termination of the voting
agreement of such Stockholder set forth in Section 1.01.
SECTION 1.3. Agreement to Repay Loans. (a) Each Stockholder hereby
agrees to repay in full any amounts, whether or not then due, borrowed from or
otherwise owed to the Company or any Subsidiary prior to or simultaneously with
the consummation of the Merger, unless such amounts owed have been offset in
accordance with Section 1.03(b).
(b) Each Stockholder hereby agrees and consents to the Company and its
Subsidiaries offsetting any amounts owed, in any form, (including, without
limitation, any Merger Consideration or amounts owed pursuant to Section 1.05(a)
of the Merger Agreement or the plans and programs referred to in Section 5.08 of
the Merger Agreement) to such Stockholder by the Company or any Subsidiary, with
any amounts owed by such Stockholder to the Company or any Subsidiary whether or
not then due and payable. Each Stockholder further agrees to fully cooperate
with Buyer to effect the offset described herein and to execute and deliver, or
cause to be executed and delivered, all further documents and instruments
necessary or advisable to effect such offset.
ARTICLE 2
STOCK OPTION
SECTION 2.1. Grant of Stock Option. (a) Each Stockholder hereby grants
to Buyer an irrevocable option (the "Option") to purchase all of such
Stockholder's Shares at a purchase price of $3.50 per Share (the "Purchase
Price").
(b) Upon the written request of Buyer, each Stockholder agrees to
exercise its rights under any options, warrants or other securities convertible
into shares of Common Stock (each a "Convertible Security") immediately prior to
the Merger. Any Common Stock issued upon the conversion of any Convertible
Security shall be deemed to be Shares subject to the terms of this Agreement.
SECTION 2.2. Exercise of Option. (a) Subject to the conditions set
forth in Section 2.05 hereof, the Option may be exercised by Buyer, in whole or
in part, at any time or from time to time after the date hereof and on or prior
to the later of (i) the 30th day after the termination of the Merger Agreement
and (ii) in the event an Acquisition Proposal is made to the Company at any time
prior to the 30th day after the termination of the Merger Agreement, the 90th
day after the termination of the Merger Agreement (the "Option Expiry Date"). In
the event Buyer wishes to exercise the Option for all or some of the Shares,
Buyer shall send a written notice (the "Exercise Notice") to the Escrow Agent
(as defined in Section 2.04) specifying the total number of Shares it wishes to
purchase pursuant to such exercise and the place, the date (not less than one
nor more than 20 business days from the date of the Exercise Notice), and the
time for the closing of such purchase, provided that such date and time may be
earlier than one day after the Exercise Notice if reasonably practicable. Each
closing of a purchase of Shares (an "Option Closing") shall take place at the
place, on the date and at the time designated by Buyer in its Exercise Notice,
provided that if, at the date of the Option Closing herein provided for, the
conditions set forth in Section 2.05 shall not have been satisfied (or waived by
the Stockholder), Buyer may postpone the Option Closing until a date within five
business days after such conditions are satisfied.
(b) Buyer shall not be under any obligation to deliver any Exercise
Notice and may allow the Option to terminate without purchasing any Shares
hereunder; provided however that once Buyer has delivered to the Stockholders an
Exercise Notice, subject to the terms and conditions of this Agreement, Buyer
shall be bound to effect the purchase as described in such Exercise Notice.
SECTION 2.3. Option Closing. (a) Each Stockholder shall cause the
Escrow Agent to deliver to Buyer a certificate or certificates (the
"Certificates") representing (or cause to be made book entry delivery to an
account designated by
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Buyer of) such Stockholder's Shares, in the case of certificates, duly endorsed
or accompanied by stock powers duly executed in blank and (b) Buyer shall
deliver to each Stockholder a certified or bank cashier's check or checks
payable to or upon the order of such Stockholder in an amount equal to (i) the
number of Shares being purchased from such Stockholder at such Option Closing
multiplied by (ii) the Purchase Price (the "Purchase Amount").
SECTION 2.4. Deposit in Escrow. Upon request, each Stockholder shall
execute and deliver to the Buyer and the escrow agent (the "Escrow Agent") a
copy of an Escrow Agreement substantially in the form attached hereto as Annex A
with such modifications as the Escrow Agent may require (the "Escrow Agreement")
and deliver a certificate or certificates representing (or cause book entry
delivery to be made to an account designated by the Escrow Agent of) all of such
Stockholder's Shares to the Escrow Agent, duly endorsed in blank for transfer
pursuant to the Escrow Agreement. In addition, each Stockholder shall promptly
deliver certificates representing any additional Shares acquired after the date
hereof to the Escrow Agent, duly endorsed in blank for transfer pursuant to the
Escrow Agreement. All Shares so delivered to the Escrow Agent shall remain
subject to the Escrow Agreement until the earlier of (i) the purchase of such
Shares by the Buyer hereunder or (ii) the expiry of the Option.
SECTION 2.5. Conditions to Stockholders' Obligations. The obligation of
each Stockholder to sell Shares at any Option Closing is subject to the
following conditions:
(a) The representations and warranties of Buyer contained in
Article 4 shall be true and correct in all material respects on the
date thereof.
(b) All waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder (the "HSR Act") applicable to such exercise of
the Option shall have expired or been terminated.
(c) There shall be no preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency
or commission, nor any statute, rule, regulation or order promulgated
or enacted by any governmental authority, prohibiting or otherwise
restraining such exercise of the Option.
Section 2.6. Adjustment Upon Change in Capitalization or Merger. In the
event of any change in the Company's capital stock by reason of stock dividends,
stock splits, mergers, consolidations, recapitalizations, combinations,
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conversions, exchanges of shares, extraordinary or liquidating dividends, or
other changes in the corporate or capital structure of the Company which would
have the effect of diluting or changing the Buyer's rights hereunder (excluding
any effects of conversion of the Convertible Note), the number and kind of
shares or securities subject to the Option and the purchase price per Share (but
not the total purchase price) shall be appropriately and equitably adjusted so
that the Buyer shall receive upon exercise of the Option the number and class of
shares or other securities or property that the Buyer would have received in
respect of the Shares purchasable upon exercise of the Option if the Option had
been exercised immediately prior to such event. Each Stockholder shall take such
steps in connection with such consolidation, merger, liquidation or other such
action as may be necessary to assure that the provisions hereof shall thereafter
apply as nearly as possible to any securities or property thereafter deliverable
upon exercise of the Option.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder represents and warrants to Buyer that:
Section 3.1. Authorization. If such Stockholder is a corporate entity,
the execution, delivery and performance by such Stockholder of this Agreement
and the consummation by such Stockholder of the transactions contemplated hereby
are within the corporate powers of such Stockholder and have been duly
authorized by all necessary corporate action. If such Stockholder is married and
the Shares set forth on the signature page hereto opposite such Stockholder's
name constitute community property under applicable laws, this Agreement has
been duly authorized, executed and delivered by, and constitutes the valid and
binding agreement of, such Stockholder's spouse. If this Agreement is being
executed in a representative or fiduciary capacity, the Person signing this
Agreement has full power and authority to enter into and perform this Agreement.
Section 3.2. Non-Contravention. The execution, delivery and performance
by such Stockholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) if such Stockholder is a
corporation, violate the certificate of incorporation or bylaws of such
Stockholder, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree, (iii) require any consent or other action by any
Person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
such Stockholder is entitled under any
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provision of any agreement or other instrument binding on such Stockholder or
(iv) result in the imposition of any Lien on any asset of such Stockholder.
Section 3.3. Ownership of Shares. Such Stockholder is the sole, true,
lawful, record and beneficial owner of such Stockholder's Shares and Convertible
Securities, free and clear of any Lien and any other limitation or restriction
(including any restriction on the right to vote or otherwise dispose of such
Shares or Convertible Securities, as applicable). None of such Shares or
Convertible Securities is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares. At any Option Closing,
such Stockholder will convey good and valid title to such Shares and Convertible
Securities being purchased free and clear of any and all claims, liens, charges,
encumbrances and security interests. None of such Shares or Convertible
Securities is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.
Section 3.4. Total Shares. Except for the Shares and Convertible
Securities set forth below such Stockholder's name on the signature page hereto,
such Stockholder does not beneficially own any (i) shares of capital stock or
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company or (iii) options or other rights to acquire from the Company any capital
stock, voting securities or securities convertible into or exchangeable for
capital stock or voting securities of the Company.
Section 3.5. Binding Effect. This Agreement is the valid and binding
Agreement of each Stockholder, enforceable against each Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally.
Section 3.6. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of any Stockholder.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Stockholders:
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Section 4.1. Corporate Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding Agreement of Buyer.
ARTICLE 5
COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees that:
Section 5.1. No Proxies for or Encumbrances on Shares. Until the expiry
of the Option, except pursuant to the terms of this Agreement, such Stockholder
shall not, without the prior written consent of Buyer, directly or indirectly,
(i) grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any Shares or (ii) sell, assign,
transfer, encumber or otherwise dispose of, or enter into any contract, option
or other arrangement or understanding with respect to the direct or indirect
sale, assignment, transfer, encumbrance or other disposition of, any Shares. No
Stockholder shall seek or solicit any such sale, assignment, transfer,
encumbrance or other disposition or any such contract, option or other
arrangement or understanding except as provided herein and each Stockholder
agrees to notify Buyer promptly, and to provide all details requested by Buyer,
if such Stockholder shall be approached or solicited, directly or indirectly, by
any Person with respect to any of the foregoing.
Section 5.2. Appraisal Rights. Each Stockholder agrees not to exercise
any rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger. Each Stockholder agrees and consents
to the actions taken by the Company with respect to the treatment of such
Stockholder's Convertible Securities in connection with the Merger.
ARTICLE 6
MISCELLANEOUS
Section 6.1. Further Assurances. Buyer and each Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents
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and instruments and use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations, to consummate and make
effective the transactions contemplated by this Agreement.
Section 6.2. Amendments. Any provision of this Agreement may be amended
or waived if, but only if, such amendment or waiver is in writing and is signed,
in the case of an amendment, by each party to this Agreement or in the case of a
waiver, by the party against whom the waiver is to be effective.
Section 6.3. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
Section 6.4. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that Buyer may transfer
or assign its rights and obligations to any wholly-owned subsidiary of Buyer.
Section 6.5. Governing Law. This Agreement shall construed in
accordance with and governed by the laws of the State of Delaware.
Section 6.6. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective as to each Stockholder when such
Stockholder shall have executed and delivered to Buyer a counterpart hereof
signed by such Stockholder regardless of whether any other Stockholder has
signed or does not sign this Agreement.
Section 6.7. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
Section 6.8. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
Section 6.9. Additional Agreements. Subject to the terms and conditions
of this Agreement, each of the parties hereto agrees to use all reasonable
efforts to
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take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations and
which may be required under any agreements, contracts, commitments, instruments,
understandings, arrangements or restrictions of any kind to which such party is
a party or by which such party is governed or bound, to consummate and make
effective the transactions contemplated by this Agreement, to obtain all
necessary waivers, consents and approvals and effect; all necessary
registrations and filings, including, but not limited to, filings under the HSR
Act, responses to requests for additional information related to such filings,
and submission of information requested by governmental authorities, and to
rectify any event or circumstances which could impede consummation of the
transactions contemplated hereby.
Section 6.10. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram or telex, or by registered or certified mail
(postage prepaid, return receipt requested) to PureTec Corporation, 00 Xxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and, in the case of any notice to any
Stockholder, with a copy to Xxxxx X. Xxxxx, Winthrop, Stimson, Xxxxxx & Xxxxxxx,
Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000-0000.
Section 6.11. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall survive
delivery of and payment for the Shares.
Section 6.12. Capitalized Terms. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TEKNI-PLEX, INC.
By: /s/ Dr. F. Xxxxxxx Xxxxx
-------------------------------------------------
Name: Dr. F. Xxxxxxx Xxxxx
Title: Chairman and Chief Executive
Officer
/s/ Xxxx Xxxxxxx
-------------------------------------------------
Name: Xxxx Xxxxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
1,450,753 200,000
/s/ Xxxxx Xxxx
-------------------------------------------------
Name: Xxxxx Xxxx
Shares Convertible
Owned Securities Owned
----- ----------------
9,900 208,300
/s/ Xxxxxx Xxx
-------------------------------------------------
Name: Xxxxxx Xxx
Shares Convertible
Owned Securities Owned
----- ----------------
649,556 84,000
10
/s/ Xxx Xxxx
-------------------------------------------------
Name: Xxx Xxxx
Shares Convertible
Owned Securities Owned
----- ----------------
427,394 150,000
/s/ Xxxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
30,000 10,000
/s/ Xxxxxx Xxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
60,000 30,000
/s/ Xxxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
3,000 20,000
/s/ Xxxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
10,400 200,000
11
/s/ Xxxx Xxxxxxxxxx
-------------------------------------------------
Name: Xxxx Xxxxxxxxxx
Shares Convertible
Owned Securities Owned
----- ----------------
115 79,000
Recycling Enterprises, Inc.
By: /s/ Xxxxxx X. Xxx
-------------------------------------------------
Name: Xxxxxx X. Xxx
Title: President
Shares Convertible
Owned Securities Owned
----- ----------------
25,649 0
12
ANNEX A
to Stockholder Voting
and Option Agreement
ESCROW AGREEMENT
AGREEMENT dated as of ___________, 19___ among Tekni-Plex, Inc., a
Delaware corporation ("Buyer"), [name of stockholder] (the "Stockholder") and
[name of escrow bank] (the "Escrow Agent").
The parties hereto hereby agree as follows:
1. (a) Pursuant to Section 2.04 of the Stockholder Voting and Option
Agreement dated as of November 11, 1997 among Buyer, the Stockholder and the
other stockholders listed on the signature pages thereto (the "Stockholder
Agreement"), the Stockholder hereby delivers to the Escrow Agent a certificate
or certificates representing the Shares held by such Stockholder (the
"Certificates"). The Escrow Agent hereby acknowledges receipt of the
Certificates in escrow pursuant to the terms and conditions of this Agreement.
2. (a) Upon receipt of (i) a certificate of the Buyer stating that (x)
all conditions set forth in the Stockholder Agreement have been met or waived
pursuant to the terms thereof and (y) the Buyer has tendered the Purchase Price
as provided therein and (ii) evidence from the Buyer that the Purchase Price has
been so tendered, the Escrow Agent will deliver to the Buyer the Certificates.
(b) The Escrow Agent will deliver the Certificates to the Buyer upon
receipt of the certificate and evidence provided for paragraph 2(a) above in
accordance with this Section 2, notwithstanding any claim given to, or demand
made upon, the Escrow Agent or any action taken or threatened to be taken by any
other person or entity. The Escrow Agent's obligation to so deliver such
Certificates shall survive the death, disability, incapacity, incompetence or
other circumstance relating to the Stockholder.
(c) The Buyer will deliver simultaneously to the Stockholder copies of
all certificates, evidences and instructions delivered to the Escrow Agent
hereunder.
3. Except pursuant to the terms and conditions of this Agreement or by
joint written instructions signed by all parties hereto, the Escrow Agent shall
not sell, transfer or otherwise dispose of in any manner the Shares.
4. The duties and obligations of the Escrow Agent shall be determined
solely by the express provisions of this Agreement and the Escrow Agent shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement.
5. The Escrow Agent is not a party to, and is not bound by or charged
with notice of, any agreement out of which this escrow may arise, including but
not limited to the Stockholder Agreement.
6. The Escrow Agent shall not be responsible for any failure or
inability of the other parties hereof, or any one of them, to perform or comply
with the provisions of this Agreement or the Stockholder Agreement.
7. In the performance of its duties hereunder, the Escrow Agent shall
be entitled to rely upon any document, instrument or signature believed by it in
good faith to be genuine and signed by any party hereto or an authorized officer
or agent thereof, and shall not be required to investigate the truth or accuracy
of any statement contained in any such document or instrument. The Escrow Agent
may assume that any person purporting to give any notice in accordance with the
provisions hereof has been duly authorized to do so.
8. The Escrow Agent shall not be liable for any error or judgment, or
any action taken, suffered or omitted to be taken hereunder except in the case
of its negligence or willful misconduct, nor shall it be liable for the default
or misconduct of any employee, agent or attorney appointed by it who shall have
been selected with reasonable care.
9. The Escrow Agent shall have no responsibility as to the validity or
value of the Shares. The Escrow Agent shall have no duty as to the collection or
protection of the Shares or income thereon, nor as to the preservation of any
rights pertaining thereto, beyond the safe custody of any such securities
actually in its possession.
10. The Escrow Agent or any successor to it as escrow agent hereafter
appointed may at any time resign and be discharged of the duties imposed
hereunder by giving notice to each of the parties hereto, such resignation to
take effect upon a successor escrow agent's acceptance of appointment.
11. Upon execution of this Agreement, the Escrow Agent shall receive an
acceptance fee in the amount to which the Escrow Agent and Buyer have heretofore
agreed together with reasonable attorney's fees incurred in connection with the
preparation of this Agreement.
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12. The Buyer will reimburse and indemnify the Escrow Agent for, and
hold it harmless against, any loss, liability or expense, including, but not
limited to, reasonable attorney's fees, incurred without negligence or willful
misconduct on the part of the Escrow Agent arising our of or in connection with
the acceptance of, or the performance of its duties and obligations under, this
Agreement, as well as the reasonable costs and expenses of defending itself
against any claim or liability arising out of or relating to this Agreement.
13. All notices, requests, demands and other communications provided
for by this Agreement (unless otherwise specified herein) shall be in writing
and delivered by mail, telegram, telex or personal delivery and shall be given
to all persons specified below, and shall be deemed given, if by telegram, telex
or personal delivery when received, and if mailed, when mailed postage prepaid,
registered or certified mail, and addressed to the respective parties as set
forth below or at such other address as any party may specify to the other
parties in writing (such change of address to become effective only upon receipt
of such notification in writing).
If to the Stockholder:
If to the Buyer:
If to the Escrow Agent:
14. This Agreement shall terminate upon the earlier of (a) the transfer
of the Stockholder's Shares to Buyer as provided in Section 3 of this Agreement
or (b) the termination all obligations of the Stockholder under the Stockholder
Agreement as provided therein. The Stockholder and Buyer shall give notice to
the Escrow Agent of a termination of this Agreement pursuant to clause 14(b)
above and, upon receipt of both such notices, the Stockholder's Shares held by
the Escrow Agent pursuant hereto shall be returned immediately to the
Stockholder.
15. This Agreement shall be governed by and construed and enforced in
accordance with the law of the State of Delaware.
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16. This Agreement may be amended, modified, superseded or canceled,
and any of the terms hereof may be waived, only by written instrument executed
by the parties hereto or, in the case of a waiver, by the party waiving
compliance. The failure of any party at any time to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any breach of any term contained in this
Agreement shall be deemed to be or construed as a further or continuing waiver
of any such breach in any subsequent instance or a waiver of any breach of any
other term contained in this Agreement.
17. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
18. Capitalized terms used herein shall have the meanings ascribed to
such terms in the Stockholder Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TEKNI-PLEX, INC.
By:
---------------------------------
Name:
Title:
[Name of Escrow Agent]
By:
---------------------------------
Name:
Title:
---------------------------------
[Name of Stockholder]
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