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EXHIBIT 10(c)
REDEMPTION AGREEMENT
THIS AGREEMENT is made as of this day of January, 1998, by and among
547118 ONTARIO LTD. ("Seller") and SEL-DRUM IMAGING CORPORATION ("SDIC") and
SEL-DRUM INTERNATIONAL, INC. ("Sel-Drum"), a Colorado corporation with a
principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000-0000
(SDIC and Sel- Drum are sometimes collectively referred to as the
"Corporation").
W I T N E S S E T H
WHEREAS, Seller wishes to have certain shares of Class D Preferred Stock
(aka Special Shares) in SDIC redeemed upon the terms and conditions set forth in
this Agreement; and
WHEREAS, after thorough deliberation by the Board of Directors, Sel-Drum
has determined that it is in the best interests of the Corporation to redeem
certain shares of Class D Preferred Stock (aka Special Shares) of Seller in SDIC
upon the terms and conditions set forth herein; and
WHEREAS, the parties desire to enter into such other agreements as are
necessary as the result of the redemption of Seller's interests;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants hereinafter contained, the parties to this Agreement agree as follows:
1. REDEMPTION
(a) REDEMPTION OF SHARES. Upon the terms and conditions
hereinafter set forth, Seller will transfer and deliver to the Corporation
certificates representing 241 of the shares of SDIC's Class D Preferred Stock
(aka Special Shares) owned by Seller (the "Shares"), all duly endorsed, or with
stock powers duly executed and attached, and the Corporation shall redeem the
Shares from Seller.
(b) REDEMPTION PRICE. The total redemption price to be paid by
the Sel-Drum to the Seller for the Shares shall be One Hundred Seventy-Five
Thousand, Two Hundred Seventy-Nine Dollars and 30/100 ($175,279.30) payable in
the form of a bank or certified check.
2. SELLER'S REPRESENTATIONS AND WARRANTIES
(a) STOCK OWNERSHIP. As of the date of this Agreement, Seller is
the lawful owner of record and beneficially of all of the Shares, free and clear
of all pledges, liens, encumbrances, claims, security interests and other
charges of any nature whatsoever, including without limitation any agreements,
subscriptions, options, warrants, calls,
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commitments or rights of any character granting to any person, corporation or
other entity any interest in, or right to acquire from Seller at any time, or
upon the happening of any stated event, any shares of the outstanding capital
stock of the Corporation owned by Seller. Seller has the full legal power,
authority and capacity required by law to transfer and deliver the Shares of the
Corporation in accordance with this Agreement free and clear of all pledges,
liens, encumbrances, claims, security interests and other charges of any nature
whatsoever.
(b) VALIDITY OF CONTEMPLATED TRANSACTION. Neither the execution
and delivery of this Agreement by Seller nor his consummation of the
transactions contemplated hereby will contravene or violate, be in conflict with
or result in the breach (with or without the giving of notice or lapse of time,
or both), of any term, condition, or provision of any note agreement,
instrument, indenture, contract, lease, agreement or other document or
understanding (written or oral) to which Seller is a party or by which he or any
of his properties or assets, including the Shares, may be bound or affected.
3. CORPORATION'S REPRESENTATIONS AND WARRANTIES
(a) SEL-DRUM AND SDIC REPRESENTATIONS AND WARRANTIES. Each of
Sel-Drum and SDIC jointly and severally represents and warrants to Seller as
follows:
(b) Each corporation is a corporation duly incorporated,
validly existing and in good standing under the laws of
the jurisdiction in which it is incorporated and has all
necessary corporate power, and is duly authorized to carry
out the transactions contemplated by this Agreement.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will
not violate or conflict with any provisions of the
Certificate of Incorporation or the By-laws of either
corporation or violate any order, judgment, award, decree
or contract or agreement of any kind or nature to which
the Corporation is a party or is subject.
(d) Each corporation has taken all action required by law, its
Certificate of Incorporation and its By-laws, or
otherwise, to authorize and approve the execution,
delivery and performance of this Agreement.
(e) Each corporation has sufficient surplus as of the date
hereof so that payment can be made without violating any
Corporate Law of any jurisdiction requiring that Sellers'
interest be redeemed only out of surplus.
4. CLOSING
Unless otherwise agreed upon in writing by the parties hereto,
the Closing shall take place on January 31, 1998 at the Canadian offices of
Sel-Drum International, Inc., 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx X0X 0X0
(the "Closing").
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5. MISCELLANEOUS
(a) FURTHER ASSURANCES. Each party shall cooperate with the
others, take such further action, and execute and deliver such further
documents, as may be reasonably requested by the other parties in order to carry
out the terms and purposes of this Agreement.
(b) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
several representations, warranties and covenants of the parties herein
contained, and the provisions hereof by which their terms are to be performed
after the date hereof, shall survive the execution and delivery of this
Agreement and shall be effective regardless of any investigation which may have
been or may be made at the time by or on behalf of the party to whom such
representations, warranties, covenants and agreements are made.
(c) AMENDMENT AND WAIVER. This Agreement may be amended only by a
writing executed by all of the parties hereto. No waiver of compliance with any
provision or condition hereof, and no consent provided for herein, shall be
effective unless evidenced by an instrument in writing duly executed by the
parties sought to be charged therewith. No failure on the part of any party to
exercise, and no delay in exercising, any of its rights hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by any party of
any rights preclude any other or future exercise thereof or the exercise of any
other right.
(d) ASSIGNMENT. No party shall assign or attempt to assign any of
its rights or obligations under this Agreement without the prior written consent
of each of the other parties hereto.
(e) BINDING EFFECT. Subject to the provisions of (d) above, this
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns. This Agreement creates no rights of
any nature in any party not a party hereto.
(f) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado applicable to
agreements made and to be performed entirely within such state and without
regard to principles of conflicts of laws.
(g) EFFECT OF AGREEMENT. This Agreement, and those other
agreements and documents to be executed at closing pursuant to the terms of this
Agreement, set forth the entire understanding of the parties, and supersedes any
and all prior agreements, arrangements and understandings, whether written or
oral, relating to the subject matter hereof.
(h) HEADINGS; COUNTERPARTS. The section headings of this
Agreement are for convenience of reference only and do not form a part hereof,
and do not in any way modify, interpret or construe the intention of the
parties. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(i) NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or sent by registered or certified mail, return receipt requested, postage
prepaid or to such other address as any party shall have specified by notice in
writing to the holder.
(j) If to the Seller: 547118 Ontario Ltd.
c/o Sel-Drum International, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx
(k) If to Sel-Drum Sel-Drum International, Inc.
or SDIC: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx X. Xxxxxx,
President
with copies to: Xxxx & XxXxxxx
Barrister & Solicitors
X.X. Xxx 000
Xxxxxxxx, Xxxxxxx X0X 0X0
Attention: Messrs. Xxxxx X. Xxxx/
Xxxx X. Xxxxxx
Xxxxxx, Xxxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date above first written.
547118 ONTARIO LTD.
By:
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Xxxxx Xxxxxxxx
Its:
SEL-DRUM INTERNATIONAL, INC.
By:
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Xxxxxxx X. Xxxxxx, President
SEL-DRUM IMAGING CORPORATION
By:
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Xxxxxxx X. Xxxxxx, President
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