EXHIBIT 3
SHARE TRANSFER RESTRICTION AGREEMENT
THIS SHARE TRANSFER RESTRICTION AGREEMENT (this "Agreement") is entered
into as of May 2, 2001 by and among the shareholders (the "Shareholders") of
OilQuip Rentals, Inc, a Delaware corporation ("OilQuip"), named on the signature
page hereto.
R E C I T A L S
- - - - - - - -
WHEREAS, OilQuip proposes to enter into an Agreement and Plan of Merger (the
"Merger Agreement") with Xxxxx-Xxxxxxxx Corporation ("A-C") which provides for a
merger (the "Merger") of OilQuip with and into a subsidiary of A-C in which A-C
will issue to the Shareholders in the aggregate 10,000,000 shares of the Common
Stock of A-C (the "A-C Common Stock"), 400,000 shares of which shall be issued
on the Effective Date (as defined in the Merger) and 9,600,000 of which shall be
issued immediately following the amendment of the certificate of incorporation
of A-C to authorize the issuance of such A-C Common Stock;
WHEREAS, in order to assure that the Merger is accorded tax-free treatment, the
parties have agreed to execute and deliver this Agreement;
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto hereby agree as follows (capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Merger Agreement):
1. Restriction on Transfer of Shares Prior to the Effective Time.
(a) At all times commencing with the execution of this Agreement and until
the Expiration Date (as defined in Section 1(c) below), each
Shareholder agrees not to, directly or indirectly, except in
accordance with subsection (b) of this Section 1, sell, pledge, grant
an option with respect to, transfer, assign, pledge, hypothecate or
otherwise dispose of in excess of 20% of the Shares (the "Shares")
issued to them pursuant to the Merger Agreement or any interest
therein, or enter into any commitment relating thereto.
(b) Notwithstanding subsection (a) above, any Shareholder (a "Transferor")
may take an action described in subsection (a) if (i) Shareholders
representing a majority of the Shares represented by the Shareholders
other than the Transferor consent to such action, based upon a
determination that such action will not endanger the tax-free
treatment of the Merger, or (ii) the Transferor and Shareholders
representing a majority of the Shares represented by the Shareholders
other than the Transferor agree to an amendment of this Agreement
which permits such transfer and does not endanger the tax-free status
of the Merger or increase the transfer restrictions on any Shareholder
without such Shareholder's consent.
(c) This Agreement and all obligations of the parties hereunder and
thereunder, shall terminate immediately, without any further action
being required, upon the first anniversary of the Effective Date (the
"Expiration Date").
2. Representations and Warranties of the Shareholders. Each Shareholder hereby
represents and warrants (severally and not jointly) as follows:
(a) This Agreement has been duly executed and delivered by or on behalf of the
Shareholder and constitutes the legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with its terms,
except as may be limited by the effect of bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), conservatorship,
arrangement, moratorium or other laws affecting or relating to the rights of
creditors generally and except as enforcement thereof is subject to general
principals of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).
(b) The Shareholder is the registered and beneficial owner of the Shares
attributed to such Shareholder in the Merger Agreement free and clear of any
lien or encumbrance, or other restriction other than pursuant to this Agreement.
(c) The execution and delivery of this Agreement by Shareholder does not, and
the performance of this Agreement by Shareholder will not, (i) conflict with or
violate any law, rule, regulation, order, judgment or decree applicable to
Shareholder or by which it or any of its properties is bound or affected, or
(ii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to
another party any rights of termination, amendment, acceleration or cancellation
of, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Shareholder is a
party or by which Shareholder or any of its properties is bound or affected,
except for any such breaches, defaults or other occurrences that would not
prevent or delay the performance by Shareholder of its obligations under this
Agreement.
3. Miscellaneous.
(a) All notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement to any party hereunder shall be in
writing and deemed given upon (i) personal delivery, (ii) transmitter's
confirmation of a receipt of a facsimile transmission, (iii) confirmed delivery
by a standard overnight carrier or when delivered by hand or (iv) when mailed in
the United States by certified or registered mail, postage prepaid, addressed at
the addresses (or at such other address for a party as shall be specified by
notice given hereunder) set forth on the signature page hereto.
(b) Each of the parties hereto hereby acknowledges that (i) the representations,
warranties, covenants and restrictions set forth in this Agreement are
necessary, fundamental and required for the protection of Shareholders and to
preserve for Shareholders the benefits of the Merger; (ii) such covenants relate
to matters which are of a unique character that gives each such representation,
warranty, covenant and restriction a unique value; and (iii) a breach of any
such representation, warranty, covenant or restriction, or any other term or
provision of this Agreement, will result in irreparable harm and damages to
Shareholders which cannot be adequately compensated by a monetary award.
Accordingly, Shareholders and the Grantors hereby expressly agree that in
addition to all other remedies available at law or in equity,
Shareholders shall be entitled, in addition to any other remedy they may have at
law or in equity, to the immediate remedy of specific performance, a temporary
and/or permanent restraining order, preliminary injunction or such other form of
injunctive or equitable relief as may be used by any court of competent
jurisdiction to restrain or enjoin any of the parties hereto from breaching any
representations, warranties, covenants or restrictions set forth in this
Agreement, or to specifically enforce the terms and provisions hereof. The
Grantors further agree that neither the Shareholders nor any other Person shall
be required to obtain, furnish or post any bond or similar instrument in
connection with or as a condition to obtaining any remedy referred to in this
Agreement, and the Grantors irrevocably waive any right they may have to require
the obtaining, furnishing or posting of any such bond or similar instrument. If
any legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement is brought against the Grantors,
the prevailing party shall be entitled to recover reasonable attorneys' fees,
costs and disbursements (in addition to any other relief to which the prevailing
party may be entitled).
(c) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(d) This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware (regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof) as to all
matters, including matters of validity, construction, effect, performance and
remedies.
(e) If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated herein are not affected in any manner materially adverse to any
party hereto. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner.
(f) This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and supersede all other prior
agreements or understandings, both written and oral, between the parties or any
of them with respect to the subject matter hereof and thereof.
(g) This Agreement may be signed in any number of counterparts, each of which
shall be deemed an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by all of
the other parties hereto.
(h) The Shareholder shall execute and deliver, and cause to be executed and
delivered, any additional certificates, instruments and other documents, and
take and cause to be taken any additional actions, as Shareholders may deem
necessary, in the reasonable opinion of Shareholders, to carry out and
effectuate the purpose and intent of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
RER CORP.
000 Xxxx Xxxxxx, Xxx. 00X
Attn: Xxxxxx Xxxxxxxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxxxxx
Xxxxx X. Xxxxxx
Star Trading & Marine, Inc.
0000 00xx Xxxxxx, X.X. Xxxxx 000
Xxxxxxxxxx, X.X. 00000
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxx
0000 X. Xxxxxxxx Xxxx, #0000
Xxx Xxxxx, Xxxxxx 00000
/s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxxx
COLEBROOKE INVESTMENTS, INC.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
By: /s/ Plaiderie Corporate Director
-----------------------------------
Name: Plaiderie Corporate Directors One Limited
Title: Director
Xxxxxxx X. Xxxxxxxx
000 Xxxx 00xx Xxxxxx, #00
Xxx Xxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx
Prudential Securities
Xxx Xxxxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
