Exhibit 10.18
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STOCK REDEMPTION AGREEMENT
AGREEMENT, made this _______ day of October, 1997, by and between ICON
Holdings Corp., a Delaware corporation having offices at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxx 00000-0000 (the "Company"), Summit Asset Holding L.L.C., a
Delaware limited liability company having offices at c/o Roy & Xxxxxxx, Sears
Crescent Building, 000 Xxxx Xxxx Xxxxx, 0xx Xxxxx, Xxxxxx XX 00000 (the
"Shareholder"), and Summit Asset Management Limited, a corporation organized
under the laws of England and Wales and having offices at Summit House,
Brooklands Close, Windmill Road, Sunbury-on-Thames, U.K. TW16 7EH, Managing
Member of the Shareholder ("XXX")
W I T N E S S E T H
WHEREAS, the Shareholder is currently the beneficial and record holder of
500 shares (referred to hereinafter, together with any additional shares issued
with respect thereto in the event of any stock dividend, split, combination or
any other change in the capital stock of the Company occurring prior to the
Closing (as defined below), as the "Shares") of the Company's Common Stock, par
value $.01 per share (the "Common Stock"); and
WHEREAS, the Company and XXX mutually desire that the Company redeem all,
and not less than all, of the Shares currently held by the Shareholder on the
terms and conditions hereinafter set forth, and that XXX and the Shareholder
discharge all indebtedness owed by the Company to each in consideration
therefor.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
and other good and valuable considerations hereinafter contained, the parties
hereto agree as follows:
1. Redemption and Redemption Price. Subject to the conditions set forth
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in paragraph 4 of this Agreement, at the Closing the Company shall redeem from
the Shareholder all, but not less than all, of the Shares at a redemption price
(the "Cash Redemption Price") of Seventeen Thousand Two Hundred Dollars
($17,200) per share (subject to appropriate adjustment in the event of any stock
dividend, split, combination or any other change in the Common Stock occurring
prior to the Closing), for an aggregate Cash Redemption Price of $8,600,000. As
additional consideration for the redemption contemplated hereby the Company
shall issue to the Shareholder at the closing of the IPO (as hereinafter
defined) warrants entitling the Shareholder to purchase that number of shares of
the Common Stock of the Company that would equal to 3% of the total outstanding
as of the closing of the IPO, during the four-year period commencing on the
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first anniversary date of the closing of the IPO at an exercise price equal to
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100% of the initial public offering price in the IPO.
2. Closing.
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(a) Date, Time and Place. Subject to the provisions of paragraphs 4(a)
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and 5 or this Agreement, the closing of the redemption contemplated by this
Agreement (the "Closing") shall take place at the offices or XxXxxxxxx, Will &
Xxxxx, 00 Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 ("MW&E") and shall occur
simultaneously with the closing of the Company's contemplated initial public
offering of shares of the Company's Common Stock (the "IPO").
(b) Deliveries. Within fifteen days of the date hereof the parties
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hereby agree to deliver to MW&E, as escrow holder, (i) all certificates
representing the Shares or any portion of the Shares, together with stock powers
separate from certificates, duly endorsed in blank by the Shareholder, (ii) the
certificates and Releases required by paragraph 4 hereof, (iii) all certificates
representing the Warrants, and (iv) the Trading Agreement (items (i), (ii),
(iii) and (iv) above are collectively referred to as the "Escrow Documents").
The Escrow Documents will be held by MW&E under instructions that specify that,
provided MW&E has not previously received notice by certified mail of the
occurrence of a termination of this Agreement pursuant to Section 5 hereof, the
only condition to the release of the Escrow Documents to their respective
recipients is the receipt by the Shareholder of the Cash Redemption Price. At
the Closing, the Company shall pay to the Shareholder the Cash Redemption Price,
in full, in lawful money of the United States of America, by causing a wire
transfer of the Cash Redemption Price, in immediately available funds, to be
delivered by the clearing agent for the representative for the underwriters to
the following bank account:
Summit Asset Management Limited
Barclays Bank PLC
00 Xxxx Xxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
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Sort Code: 20-65-82 Account No. 00000000
3. Representations and Warranties.
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(a) The Company represents and warrants to the Shareholder that:
(i) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;
(ii) The Company has full corporate power and authority and has
taken all corporate action necessary to authorize, execute and deliver this
Agreement and the Trading Agreement and to consummate the transactions
contemplated hereby; and this Agreement and the Trading Agreement have been duly
executed and delivered by the Company and each is the valid and binding
obligation of the Company enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium and similar
laws affecting the enforcement of creditors' rights generally and subject to the
qualification that the availability of equitable remedies is subject to the
discretion of the court before which any proceeding therefor may be brought;
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(iii) Neither the execution and delivery of this Agreement and the
Trading Agreement, nor the consummation of the transactions contemplated hereby,
does or will as of the Closing violate any provision of the Company's
Certificate or Incorporation or By-laws, or violate or result in the breach of
any agreement or any federal or state law, rule, regulation, judgment decree or
order of any governmental authority or Court to which the Company is subject or
by which it is bound;
(iv) The Shares have been duly authorized and validly issued to the
Shareholder and are non-assessable.
(b) XXX and the Shareholder jointly and severally represent and warrant to
the Company that:
(i) The Shareholder is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware;
(ii) XXX is a corporation duly organized, validly existing and in
good standing under the laws of England and Wales;
(iii) XXX and the Shareholder have full power and authority under
their organizational documents and the laws of the jurisdictions of their
organization and have taken all action necessary thereunder to authorize,
execute and deliver this Agreement and the Trading Agreement and to consummate
the transactions contemplated hereby, and this Agreement and the Trading
Agreement have been duly executed and delivered by XXX with respect to the
Trading Agreement and XXX and the Shareholder with respect to this Agreement and
each is a valid and binding obligation of XXX and Shareholder, as the case may
be, enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium and similar laws affecting the enforcement of
creditors' rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought;
(iv) The Shareholder is the sole beneficial and record holder of the
Shares, and has not granted or sold any options or other rights to purchase any
of the Shares to any individual, person or entity, other than to the Company
under this Agreement;
(v) Except for a pledge of the shares to TKO Finance Corporation
(which has agreed to release such lien at the Closing), the Shares are not
subject to any liens or other encumbrances, and at the Closing will be delivered
free and clear of the same;
(vi) Neither the execution and delivery of this Agreement and the
Trading Agreement nor the consummation of the transactions contemplated hereby
and thereby does or will as of the Closing violate or result in the breach of
any agreement or any federal or state law, rule, regulation, judgment, order or
decree of any governmental authority or court to which the Shareholder is
subject or by which it is bound; and
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(vii) The shares referred to in the Preamble hereto represent all
of the shares which the Shareholder is entitled to pursuant to the various
agreements by and among XXX, the Shareholder and the Company and/or any of their
affiliates. Subject to the closing of the IPO as contemplated by the Company's
registration statement to be filed with the Securities and Exchange Commission
on or about October 24, 1997, and payment for the Shares as contemplated hereby,
XXX and the Shareholder, jointly and severally, shall and hereby do release the
Company from any claims they have against the Company for any additional shares
of capital stock of the Company or for amounts due under any of the indebtedness
owed by the Company to either of them, including any accrued interest thereon or
any amounts related thereto through the Closing.
4. Conditions to Closing. The obligations of the parties to consummate
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the transactions contemplated by this Agreement shall be subject to
satisfaction, on or before the Closing of each of the following conditions
unless waived in writing by the party to be so satisfied:
(a) The IPO shall have been consummated and closed and the Company
shall have wired the Cash Redemption Price to XXX;
(b) The representations and warranties of the Company and XXX
contained herein shall be true and accurate in all material respects as of the
date when made and at and as of the Closing as though made at and as of such
date;
(c) The Company shall have furnished to XXX and the Shareholder a
certificate of the Company's President to the effect that: (i) the IPO has been
consummated, and (ii) all representations and warranties of the Company
contained in this Agreement are true and accurate in all material respects at
and as of the Closing, and
(d) XXX and the Shareholder shall have furnished to the Company
their certificate to the effect that all representations and warranties of XXX
and the Shareholder contained in this Agreement are true and accurate in all
material respects at and as of the Closing.
(e) XXX and the Shareholder shall have delivered to the Company their
duly executed release in the form of Exhibit A attached hereto pursuant to which
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XXX and the Shareholder release the Company from all known and unknown claims
and obligations of any kind whatsoever, other than as arise under this Agreement
and under that certain Trading Agreement of even date herewith between the
Company and XXX ("Trading Agreement") a copy of which is attached hereto as
Exhibit B.
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(f) The Company shall have delivered to the Shareholder and XXX a duly
executed release in the form of Exhibit C attached hereto pursuant to which the
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Company shall release the Shareholder, XXX, Xxxx X. Xxxxxxx and Xxxxxxx X.
Spring from all known and unknown claims and obligations of any kind whatsoever,
other than (with respect to XXX and the Shareholder) as arise under this
Agreement and under the Trading Agreement.
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(g) The Trading Agreement shall be in full force and effect subject
only to the occurrence of the IPO as a condition precedent as set forth therein.
5. Termination. Anything contained in this Agreement to the contrary
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notwithstanding, in the event the IPO has not been consummated and closed on or
before February 28, 1998, then any party to this Agreement may, upon not less
than two (2) weeks prior written notice to the other parties hereto, terminate
this Agreement.
6. Notice. Any notice given or required to be given pursuant to this
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Agreement shall be in writing and shall be deemed given three (3) days after
being deposited in the U.S. Mail, first-class postage prepaid, addressed to the
parties at the respective address first above written or such other address as
may be established by written notice given in accordance with the provisions of
this paragraph 6.
7. Miscellaneous.
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(a) Entire Agreement. This Agreement constitutes the entire agreement
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of the parties with respect to the subject matter hereof, supersedes all prior
such agreements whether written or oral, and may not be amended or otherwise
modified except by a subsequent written instrument duly executed by the parties
hereto.
(b) No Waiver. No delay or failure by either party to exercise any
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right hereunder, and no partial or single exercise of any such right, shall
constitute a waiver of that right or any other right, unless expressly waived in
writing.
(c) Governing Law. This Agreement shall be construed in accordance
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with and governed by the laws of the State of New York, without giving effect to
the conflict of laws provisions thereof.
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(d) Binding Effect. The provisions of this Agreement shall be binding
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upon and shall inure to the benefit of the parties and their respective
successors, representatives and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
ICON HOLDINGS CORP.
By:
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SUMMIT ASSET HOLDING L.L.C
By:
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SUMMIT ASSET MANAGEMENT LIMITED
By:
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