EXHIBIT 10(f)
AMENDMENT TO SHAREHOLDERS AGREEMENT
Amendment, made this 27th day of August 1997, by and among The Tirex
Corporation (formerly, "Tirex America Inc."), a Delaware Corporation, 000 Xx.
Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx X0X 0X0 ("Tirex"), Xxxxxxx Xxxx Xxxxxx,
Esq., 000 Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000, ("Escrow Agent"), and
Xxxxxxx X. Xxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx, XX X0X 0X0, inter alia
parties to a certain Shareholders Agreement, dated as of July 3, 1995, as
amended February 8, 1996 (the "Shareholders Agreement") by and among the
shareholders of Canadian corporation No. 314361-9, known and doing business as
"Tirex Canada Inc" ("Tirex Canada"). Terms used herein which are defined in the
Shareholders Agreement and not defined herein shall have the same meaning herein
as therein.
Whereas, Xx. Xxxxx is an officer and director of Tirex and is a Canadian
resident;
Whereas, Contemporaneously herewith, pursuant to the terms of Section
2.(e)(iii) of the Shareholders Agreement, Tirex is requesting that Xxxxxxx X.
Xxxxxx, 0000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx 113HDG5 Canada,
("Forbes"), another party to the Shareholders Agreement, transfer seventeen (17)
of the Escrowed Shares (the "Transfer Shares") to Xx. Xxxxx.
Whereas, in accordance with the terms and conditions of the said Section
2(e)(iii) of the Shareholders Agreement, upon Tirex's request, Forbes must
transfer all or any part of the Escrowed Shares to any officer and director of
Tirex, who is at the time of such request a Canadian resident, and Forbes shall
have no further rights or claims in respect of such Escrowed Shares or any other
shares or other securities of Tirex Canada provided that the person to whom the
Escrowed Shares are transferred, receives such Escrowed Shares pursuant to the
terms of a Shareholders Agreement identical in its terms to the Shareholders
Agreement.
Whereas, Xx. Xxxxx has agreed to accept and hold the Transfer Shares
pursuant to the terms of a Shareholders Agreement identical in its terms to the
Shareholders Agreement by way of this amendment thereto.
Whereas, Pursuant to the terms of Section 2(e)(iii) of the Shareholders
Agreement, Simultaneously with the execution of this Amendment, the Escrow Agent
will release the seventeen Transfer Shares from escrow and transfer them from
Xx. Xxxxxx to Xx. Xxxxx.
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Now therefore, in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties agree to amend the Shareholders
Agreement as follows:
A. AMENDMENTS
Section 2. "Conditions of Transfer"
Section 2 is amended, so as to read as follows:
(a) Xxxxxxx X. Xxxxx and Xxxxx X. Xxxx agree to hold any and all
shares Tirex Canada now held or hereinafter acquired by them,
singly or collectively, pursuant to the following terms and
conditions:
(a) Upon the execution of this Amendment, Xxxxxxx Xxxxxx shall
transfer and deliver to Xxxxx the seventeen Transfer Shares of
the common stock of Tirex Canada;
(b) Immediately upon his receipt of the Transfer Shares, Xxxxx
shall Simultaneously deliver, or cause to be delivered on his
behalf, to the Escrow Agent for deposit into escrow pursuant
to the terms hereof, the seventeen Transfer Shares together
with the number of stock powers, endorsed in blank for
transfer of such shares, as the Escrow Agent shall request
(hereinafter, the seventeen Transfer Shares delivered to the
Escrow Agent pursuant to this paragraph 2(b) and all other
shares of Tirex Canada Common Stock of which Xx. Xxxxx and Xx.
Xxxx, or either one of them is the record holder, or any part
of such shares for as long as they shall remain in escrow
hereunder, shall be referred to as the "Escrowed Shares").
(c) The Escrowed Shares shall be considered to be issued and
outstanding stock of Tirex Canada and shall enjoy all voting
rights accorded to all other issued and outstanding shares of
the same class and Xxxxx shall have the power to vote the
Escrowed Shares while such shares remain in escrow pursuant to
this agreement.
(d) Any shares issued in the name of Xx. Xxxxx or Xx. Xxxx, in
respect of any of the Escrowed Shares, pursuant to a stock
split or reclassification of shares shall be deposited with
the Escrow Agent and such additionally deposited shares shall
be subject to the terms and conditions of this Agreement.
Similarly, any and all distributions of shares or cash, issued
and/or distributed by reason of the ownership of the Escrowed
Shares, shall likewise be placed in escrow, subject to the
terms and conditions hereof.
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(e) The Escrowed Shares shall be held in escrow until such time as
the occurrence, and/or from time to time the occurrences, of
one or more of the following events:
(i) Any time, and from time to time, as one or more third parties,
who are Canadian residents, shall make an equity investment in
Tirex Canada by way of the purchase of one or more Canadian
Investment Shares, then in such event one or more of the
Escrowed Shares, equal in number to the number of Canadian
Investment Shares so purchased by such third parties, shall be
removed from escrow and returned to Tirex Canada where they
shall be retired to the status of authorized but unissued
shares of Class A common stock of Tirex Canada; the removal
from escrow of any of the Escrowed Shares pursuant to this
subparagraph 2(e)(i) shall not in any way affect the status of
the balance of the Escrowed Shares, all of which shall remain
in escrow subject to the terms of this agreement.
(ii) Tirex shall exercise the Tirex Option to repurchase the
Canadian Investment Shares, in which event all of the Escrowed
Shares shall be transferred to Tirex, with no further
consideration paid to Xx. Xxxxx or Xx. Xxxx in respect
thereof, so as to cause Tirex Canada to become a wholly-owned
subsidiary of Tirex, with neither Xx. Xxxxx nor Xx. Xxxx
having any further rights or claims in respect of such
Escrowed Shares or any other shares or other securities of
Tirex Canada.
(iii) Tirex shall request that Xx. Xxxxx or Xx. Xxxx, or both of
them transfer all or any part of the Escrowed Shares to any
officer and director of Tirex who is at the time of such
request canadian resident provided however that such person
shall be required to receive such Escrowed Shares pursuant to
the terms of a Shareholders Agreement identical in its
material terms to this agreement and neither Xx. Xxxxx nor Xx.
Xxxx shall have any further rights or claims in respect of
such Escrowed Shares or any other shares or other securities
of Tirex Canada.
(iv) In the event of the death of Xx. Xxxxx or Xx. Xxxx, all of the
Escrowed Shares will be transferred back to Tirex and the
estate of Xxxxx and Xx. Xxxx shall have no further rights or
claims in respect of such Escrowed Shares or any other shares
or other securities of Tirex Canada.
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(v) This Shareholders Agreement is terminated pursuant to
Section 5 hereof, in which event the Escrowed Shares
shall be released in accordance with the provisions
of such Section 5.
Section 5. Duration and Termination
Section 2 is amended, so as to read as follows:
The term of this Agreement will expire on the first to occur of: (i) all
of the Escrowed Shares shall have been released from escrow pursuant to the
terms of Paragraph 2(e) hereof, or (ii) May 2, 2001, unless sooner extended
unilaterally by Tirex upon written notice to Xxxxx. If by such expiration date
the conditions for release have not been met, the Escrowed Shares are to be
transferred and delivered to Tirex, upon which event neither Xx. Xxxxx nor Xx.
Xxxx shall have any further rights or claims in respect of such shares and the
Escrow Agent shall be relieved of all further obligations hereunder.
B. NO OTHER AMENDMENTS
Except as expressly provided in this Amendment, all of the terms and
conditions of the Shareholders Agreement remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by each
party on a separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one Amendment.
In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
THE TIREX CORPORATION
By /s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
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