AMENDED AND RESTATED SUPPORT AGREEMENT
Exhibit 99.1
EXECUTION COPY
AMENDED AND RESTATED SUPPORT AGREEMENT
THIS AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of July 1, 2010, by
and among Stifel Financial Corp., a Delaware corporation (“New Parent”), Xxxxxx Xxxxxx Partners
Group, Inc., a Delaware corporation (“Old Parent”), TWP Holdings Company (Canada), ULC, an
unlimited liability company organized under the laws of the Province of Nova Scotia and, pursuant
to, and as of the effective time of, the Merger (as defined below), a wholly-owned indirect
subsidiary of New Parent (“CallRightCo”) and TWP Acquisition Company (Canada), Inc., a corporation
continued under the Canada Business Corporations Act and, pursuant to, and as of the effective time
of, the Merger, a wholly-owned indirect subsidiary of New Parent (“Canadian Sub”).
RECITALS
WHEREAS, in connection with an arrangement agreement (the “Arrangement Agreement”) dated as of
September 30, 2007, among Old Parent, Canadian Sub and Westwind Capital Corporation, among others,
Canadian Sub issued non-voting exchangeable shares in the capital of Canadian Sub (the
“Exchangeable Shares”) to certain holders of securities of Westwind Capital Corporation pursuant to
the plan of arrangement contemplated by the Arrangement Agreement.
AND WHEREAS, in connection with the Arrangement Agreement, on January 2, 2008, Old Parent,
CallRightCo and Canadian Sub entered into a Support Agreement (“Support Agreement”).
AND WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among New
Parent, Old Parent and PTAS, Inc., a Delaware corporation and wholly-owned subsidiary of New Parent
(“PTAS”), dated April 25, 2010, PTAS will merge with and into Old Parent (the “Merger”), with Old
Parent surviving the Merger and becoming a wholly-owned direct subsidiary of New Parent at the
effective time of the Merger described therein.
AND WHEREAS, pursuant to and in connection with the Merger Agreement, New Parent, Old Parent,
Canadian Sub, and CIBC Mellon Trust Company have entered into a Voting and Exchange Trust
Supplement Agreement dated July 1, 2010, 2010 (the “Voting and Exchange Trust Supplement
Agreement”).
AND WHEREAS, pursuant to and in connection with the Merger Agreement, New Parent has agreed to
execute and deliver this Agreement which amends, restates and supersedes the Support Agreement.
AND WHEREAS, pursuant to Section 3.2 of the Support Agreement, all parties hereto wish to
execute and deliver an agreement in writing giving effect to and evidencing an amendment and
modification as necessary to ensure that the rights and obligations of the Support Agreement shall
apply with full force and affect, mutatis mutandis, to the new securities into which Exchangeable
Shares become exchangeable for as a result of the Merger, being New Parent Common Stock.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Defined Terms
Each term denoted herein by initial capital letters and not otherwise defined herein shall
have the meaning ascribed thereto in the rights, privileges, restrictions and conditions attaching
to the Exchangeable Shares which forms Schedule “1” to the Articles of Continuance of Canadian Sub,
as amended or restated from time to time (the “Share Provisions”), unless the context requires
otherwise.
1.2 Interpretation Not Affected by Headings
The division of this Agreement into articles, sections and other portions and the insertion of
headings are for reference purposes only and shall not affect the interpretation of this Agreement.
Unless otherwise indicated, any reference in this Agreement to “Article” or “section” followed by a
number refers to the specified Article or section of this Agreement. The terms “this Agreement”,
“hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement, including any
appendices hereto.
1.3 Rules of Construction
In this Agreement, unless the context otherwise requires, (a) words importing the singular
number include the plural and vice versa, (b) words importing any gender include all genders, and
(c) “include”, “includes” and “including” shall be deemed to be followed by the words “without
limitation”.
1.4 Date for any Action
In the event that any date on which any action is required to be taken hereunder by any of the
parties hereto is not a Business Day, such action shall be required to be taken on the next
succeeding day which is a Business Day.
ARTICLE 2
COVENANTS OF NEW PARENT AND CANADA SUB
2.1 Covenants Regarding Exchangeable Shares
So long as any Exchangeable Shares not owned by New Parent or its Affiliates are outstanding,
New Parent will:
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| (a) | not declare or pay any dividend on the common stock of New Parent (“New Parent Common Stock”) unless (i) Canadian Sub shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares and Canadian Sub shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law, of any such dividend on the Exchangeable Shares; or (ii) if the dividend is a stock dividend, in lieu of such dividend, Canadian Sub effects an economically equivalent (as determined in accordance with Section 2.6(d)) subdivision of the outstanding Exchangeable Shares; | ||
| (b) | advise Canadian Sub sufficiently in advance of the declaration by New Parent of any dividend on New Parent Common Stock and take all such other actions as are reasonably necessary, in co-operation with Canadian Sub, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the New Parent Common Stock; | ||
| (c) | take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Canadian Sub, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by New Parent or its Affiliates) upon the liquidation, dissolution or winding-up of Canadian Sub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Canadian Sub, as the case may be, including all such actions and all such things as are reasonably necessary or desirable to enable and permit Canadian Sub to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article V, VI or VII, as the case may be, of the Share Provisions; | ||
| (d) | take all such actions and do all such things as are reasonably necessary or desirable to enable and permit CallRightCo, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including all such actions and all such things as are reasonably necessary or desirable to enable and permit CallRightCo to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and |
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| (e) | not (and will ensure that CallRightCo does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canadian Sub (or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs) nor take any action or omit to take any action (and will not permit CallRightCo to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs. |
2.2 Segregation of Funds
New Parent will cause Canadian Sub to deposit a sufficient amount of funds in a separate
account of Canadian Sub and segregate a sufficient amount of such other assets and property as is
necessary to enable Canadian Sub to pay dividends and other amounts when due under Article III of
the Share Provisions and to pay or otherwise satisfy its respective obligations under Article V, VI
or VII of the Share Provisions, as applicable.
2.3 Reservation of NewParent Shares
New Parent hereby represents, warrants and covenants in favor of Canadian Sub and CallRightCo
that New Parent has reserved for issuance and will, at all times while any Exchangeable Shares
(other than Exchangeable Shares held by New Parent or its Affiliates) are outstanding, keep
available, free from preemptive and other rights, out of its authorized and unissued capital stock
such number of shares of New Parent Common Stock (or other shares or securities into which shares
of New Parent Common Stock may be reclassified or changed as contemplated by Section 2.6)
without duplication (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and
outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise
of all rights to acquire Exchangeable Shares outstanding from time to time and (b) as are now and
may hereafter be required (i) to enable and permit New Parent to meet its obligations under the
Voting and Exchange Trust Supplement Agreement and under any other security or commitment pursuant
to which New Parent may now or hereafter be required to issue shares of New Parent Common Stock,
(ii) to enable and permit CallRightCo to meet its obligations under each of the Liquidation Call
Right, the Retraction Call Right and the Redemption Call Right, to the extent CallRightCo exercises
any such rights, and (iii) to enable and permit Canadian Sub to meet its respective obligations
hereunder and under the Share Provisions.
2.4 Notification of Certain Events
In order to assist New Parent to comply with its obligations hereunder and to permit
CallRightCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption
Call Right, Canadian Sub will notify New Parent and CallRightCo of each of the following events at
the time set forth below:
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| (a) | in the event of any determination by the Board of Directors of Canadian Sub to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Canadian Sub or to effect any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs, at least sixty (60) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; | ||
| (b) | promptly, upon the earlier of receipt by Canadian Sub of notice of and Canadian Sub otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Canadian Sub or to effect any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs; | ||
| (c) | immediately, upon receipt by Canadian Sub or the Transfer Agent, as applicable, of a Retraction Request; | ||
| (d) | on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and | ||
| (e) | as soon as practicable, upon the issuance by Canadian Sub of any Exchangeable Shares or rights to acquire Exchangeable Shares. |
| 2.5 | Delivery of Corresponding Shares of New Parent Common Stock to Canadian Sub and CallRightCo |
In furtherance of its obligations under Sections 2.1(c) and (d), upon notice
from Canadian Sub or CallRightCo of any event that requires Canadian Sub or CallRightCo to cause
shares of New Parent Common Stock to be delivered to any holder of Exchangeable Shares, New Parent
shall forthwith issue and deliver or cause to be delivered to Canadian Sub or CallRightCo the
requisite number of shares of New Parent Common Stock to be received by, and issued to or to the
order of, the former holder of the surrendered Exchangeable Shares, as Canadian Sub or CallRightCo
directs. All such shares of New Parent Common Stock shall be duly authorized and validly issued as
fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, except
as contemplated by the Shareholder Agreements. In consideration of the issuance and delivery of
each such share of New Parent Common Stock, Canadian Sub or CallRightCo, as the case may be, shall
pay a purchase price to New Parent equal to the fair market value of such shares of New Parent
Common Stock, which purchase price shall be paid with a number of Common Shares or CallRightCo
common shares, as applicable, having an equivalent fair market value as such shares of New Parent
Common Stock.
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2.6 Economic Equivalence
So long as any Exchangeable Shares not owned by New Parent or its Affiliates are outstanding:
| (a) | New Parent will not without prior approval of Canadian Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions: |
| (i) | issue or distribute shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock by way of stock dividend or other distribution, other than an issue of shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) to holders of shares of New Parent Common Stock who exercise an option to receive dividends in shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock) in lieu of receiving cash dividends; or | ||
| (ii) | issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock entitling them to subscribe for or to purchase shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of New Parent Common Stock); or | ||
| (iii) | issue or distribute to the holders of all or substantially all of the then outstanding shares of New Parent Common Stock (A) shares or securities of New Parent of any class other than shares of New Parent Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of New Parent Common Stock), (B) rights, options or warrants other than those referred to in Section 2.6(a)(ii), (C) evidences of indebtedness of New Parent or (D) assets of New Parent, |
| unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of Exchangeable Shares. | |||
| (b) | New Parent will not without the prior approval of Canadian Sub and the prior approval of the holders of Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions: |
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| (i) | subdivide, redivide or change the then outstanding shares of New Parent Common Stock into a greater number of shares of New Parent Common Stock; | ||
| (ii) | reduce, combine, consolidate or change the then outstanding shares of New Parent Common Stock into a lesser number of shares of New Parent Common Stock; or | ||
| (iii) | reclassify or otherwise change the shares of New Parent Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the shares of New Parent Common Stock, |
| unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. | |||
| (c) | New Parent will ensure that the record date for any event referred to in Section 2.6(a) or 2.6(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than five (5) Business Days after the date on which such event is declared or announced by New Parent (with contemporaneous notification thereof by New Parent to Canadian Sub). | ||
| (d) | The Board of Directors of Canadian Sub shall determine, in good faith and in its sole discretion with assistance of such reputable and qualified financial and/or other advisors as the Board of Directors of Canadian Sub may deem appropriate, economic equivalence for the purposes of any event referred to in Section 2.6(a) or 2.6(b) and each such determination shall be conclusive and binding on New Parent, Canadian Sub and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of Canadian Sub to be relevant, be considered by the Board of Directors of Canadian Sub: |
| (i) | in the case of any stock dividend or other distribution payable in New Parent Common Stock, the number of such shares issued in proportion to the number of shares of New Parent Common Stock previously outstanding; | ||
| (ii) | in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of New Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Parent Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a share of New Parent Common Stock; |
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| (iii) | in the case of the issuance or distribution of any other form of property (including any shares or securities of New Parent of any class other than Parent Common Stock, any rights, options or warrants other than those referred to in Section 2.6(d)(ii), any evidences of indebtedness of New Parent or any assets of New Parent), the relationship between the fair market value (as determined by the Board of Directors of Canadian Sub in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding share of New Parent Common Stock and the Current Market Price of a share of New Parent Common Stock; | ||
| (iv) | in the case of any subdivision, redivision or change of the then outstanding shares of New Parent Common Stock into a greater number of shares of New Parent Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of New Parent Common Stock into a lesser number of shares of New Parent Common Stock or any amalgamation, merger, reorganization or other transaction affecting the New Parent Common Stock, the effect thereof upon the then outstanding shares of New Parent Common Stock; and | ||
| (v) | in all such cases, the general taxation consequences of the relevant event to beneficial owners of Exchangeable Shares to the extent that such consequences may differ from the general taxation consequences to such beneficial owners determined as if they owned New Parent Common Stock at the relevant time as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). |
| (e) | Canadian Sub agrees that, to the extent required, upon due notice from New Parent, Canadian Sub will use its reasonable best efforts to take or cause to be taken such steps as may be reasonably necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by New Canadian Sub, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the New Parent Common Stock and Exchangeable Shares as provided for in this Section 2.6. |
2.7 Tender Offers
In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar
transaction with respect to shares of New Parent Common Stock (an “Offer”) is proposed by New
Parent or is proposed to New Parent or its stockholders and is
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recommended by the Board of Directors of New Parent, or is otherwise effected or is to be
effected with the consent or approval of the Board of Directors of New Parent, New Parent will use
its reasonable efforts expeditiously and in good faith to take all such actions as are reasonably
necessary to enable and permit holders of Exchangeable Shares to participate in such Offer to the
same extent and on an economically equivalent basis as the holders of shares of New Parent Common
Stock, without discrimination. Nothing herein shall affect the rights of Canadian Sub to redeem,
or CallRightCo to purchase, Exchangeable Shares, as applicable, in the event of a Change of
Control. For certainty, nothing contained in this Agreement, including the obligations of New
Parent contained in this Section 2.7, shall limit the ability of New Parent, CallRightCo or
Canadian Sub to make a “Rule 10b-18 Purchase” of shares of New Parent Common Stock pursuant to Rule
10b-18 under the United States Securities Exchange Act of 1934, as amended, or otherwise make
repurchases of New Parent Common Stock in accordance with applicable law.
2.8 Ownership of Outstanding Shares
Without the prior approval of Canadian Sub and the prior approval of the holders of the
Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, New Parent
covenants and agrees in favour of the Company that, as long as any outstanding Exchangeable Shares
are owned by any Person other than New Parent or any of its Affiliates, New Parent will be and
remain the direct or indirect beneficial owner of all of the issued and outstanding voting shares
in the capital of Canadian Sub and CallRightCo.
2.9 Parent and Affiliates Not to Vote Exchangeable Shares
New Parent covenants to and agrees with Canadian Sub that it will appoint and cause to be
appointed proxyholders with respect to all Exchangeable Shares held by it and its Affiliates for
the sole purpose of attending each meeting of holders of a class of Exchangeable Shares in order to
be counted as part of the quorum for each such meeting. New Parent further covenants and agrees
that it will not, and will cause its Affiliates not to, exercise any voting rights which may be
exercisable by holders of Exchangeable Shares from time to time pursuant to the Share Provisions or
pursuant to the provisions of the CBCA (or any successor or other corporate statute by which
Canadian Sub may in the future be governed) with respect to any Exchangeable Shares held by it or
by its Affiliates in respect of any matter considered at any meeting of holders of Exchangeable
Shares.
2.10 Qualifications of Parent Common Stock
New Parent covenants that shares of New Parent Common Stock to be issued and delivered in
connection with the exercise of rights of the holders of Exchangeable Shares hereunder or under the
Exchangeable Share Provisions shall be (i) duly issued as fully paid and non-assessable, (ii) free
and clear of any lien, claim or encumbrance, except as contemplated by the Shareholder Agreements,
(iii) issued pursuant to an effective registration statement under the United States Securities Act
of 1933, and the
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regulations and rules thereunder, as amended, and shall be registered or qualified for sale
under such other securities or “blue sky” laws of such jurisdictions in the United States or
Canada, in each case as and to the extent provided in the Shareholder Agreements, and (iv) listed
on the principal national securities exchange on which the New Parent Common Stock is then listed
or traded.
ARTICLE 3
GENERAL
3.1 Term
This Agreement shall come into force and be effective as of the date hereof and shall
terminate and be of no further force and effect at such time as no Exchangeable Shares (or
securities or rights convertible into or exchangeable for or carrying rights to acquire
Exchangeable Shares) are held by any Person other than New Parent and any of its Affiliates.
3.2 Changes in Capital of Parent and Canadian Sub
At all times after the occurrence of any event contemplated pursuant to Sections 2.6
and 2.7 or otherwise, as a result of which any of the shares of New Parent Common Stock or
the Exchangeable Shares or all are in any way changed, this Agreement shall forthwith be amended
and modified as necessary in order that it shall apply with full force and effect, mutatis
mutandis, to all new securities into which shares of New Parent Common Stock or the Exchangeable
Shares or all are so changed and the parties hereto shall execute and deliver an agreement in
writing giving effect to and evidencing such necessary amendments and modifications.
3.3 Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remainder of this Agreement shall not in any way be
affected or impaired thereby and this Agreement shall be carried out as nearly as possible in
accordance with its original terms and conditions.
3.4 Amendments, Modifications
Subject to Sections 3.2, 3.3 and 3.5, this Agreement may not be
amended or modified except by an agreement in writing executed by Canadian Sub, CallRightCo and New
Parent and approved by the holders of the Exchangeable Shares in accordance with Section 10.2 of
the Share Provisions.
3.5 Ministerial Amendments
The parties to this Agreement may in writing at any time and from time to time, without the
approval of the holders of the affected class of the Exchangeable Shares, amend or modify this
Agreement for the purposes of:
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| (a) | adding to the covenants of the other parties to this Agreement for the protection of Canadian Sub or the holders of the Exchangeable Shares; | ||
| (b) | making such provisions or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the Board of Directors of each of Canadian Sub, CallRightCo and New Parent, it may be expedient to make, provided that each such Board of Directors shall be of the opinion, after consultation with their respective counsel, that such provisions or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares as a whole; or | ||
| (c) | making such changes or corrections which, on the advice of counsel to Canadian Sub, CallRightCo and New Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Board of Directors of each of Canadian Sub, CallRightCo and New Parent shall be of the opinion, after consultation with their respective counsel, that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares as a whole. |
3.6 Meeting to Consider Amendments
Canadian Sub, at the request of New Parent, shall call a meeting or meetings of the holders of
the Exchangeable Shares for the purpose of considering any proposed amendment or modification
requiring approval pursuant to Section 3.4. Any such meeting or meetings shall be called
and held in accordance with the bylaws of Canadian Sub, the Share Provisions and applicable Law.
3.7 Amendments Only in Writing
No amendment to or modification or waiver of any of the provisions of this Agreement otherwise
permitted hereunder shall be effective unless made in writing and signed by all of the parties
hereto.
3.8 Enurement
This Agreement shall be binding upon and enure to the benefit of the parties hereto and their
respective successors and assigns.
3.9 Notices to Parties
All notices and other communications between the parties to this Agreement shall be in writing
and shall be deemed to have been given if delivered personally or by confirmed telecopy to the
parties at the following addresses (or at such other address for any such party as shall be
specified in like notice):
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To New Parent, Old Parent or Canadian Sub:
Stifel Financial Corp.
000 X. Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive Officer General Counsel
Fax: (000) 000-0000
000 X. Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive Officer General Counsel
Fax: (000) 000-0000
With a copy to (which shall not constitute notice):
Xxxxx Xxxx LLP
One Metropolitan Square, Suite 3600
000 X. Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx and Xxxx X. Xxxx
Facsimile No.: (000) 000-0000
One Metropolitan Square, Suite 3600
000 X. Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx and Xxxx X. Xxxx
Facsimile No.: (000) 000-0000
Any notice or other communication given personally shall be deemed to have been given and
received upon delivery thereof and if given by telecopy shall be deemed to have been given and
received on the date of confirmed receipt thereof unless such day is not a Business Day in which
case it shall be deemed to have been given and received upon the immediately following Business
Day.
3.10 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and
all of which taken together shall constitute one and the same instrument.
3.11 Jurisdiction
This Agreement shall be construed and enforced in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein.
3.12 Attornment
Each of the parties hereto agrees that any action or proceeding arising out of or relating to
this Agreement may be instituted in the courts of the Province of Ontario, waives any objection
which it may have now or hereafter to the venue of any such action or proceeding, irrevocably
submits to the non-exclusive jurisdiction of the said courts in any such action or proceeding and
agrees to be bound by any judgment of the said courts.
3.13 Release of Old Parent
For greater certainty, this Agreement operates to release Old Parent of all its obligations,
liabilities and covenants under the Support Agreement. Pursuant to Section
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3.2 of the Support Agreement, this Agreement amends, restates and supersedes the Support
Agreement and fully reflects and evidences such modifications and amendments which the parties
hereto and thereto have deemed necessary or advisable on account of the Merger.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
| STIFEL FINANCIAL CORP. | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxx
|
|||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||||
| XXXXXX XXXXXX PARTNERS GROUP, INC. | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
| Title: | General Counsel | |||||
| TWP HOLDINGS COMPANY (CANADA), ULC | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
| Title: | General Counsel | |||||
| TWP ACQUISITION COMPANY (CANADA), INC. | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
| Title: | General Counsel | |||||
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