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EXHIBIT 99.1
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of this 22nd
day of January, 1997, by and between Eagle USA Airfreight, Inc., a Texas
corporation (the "Company"), and Xxxxxx X. Xxxxxxx, an individual resident of
the State of Texas (the "Shareholder").
Recitals
WHEREAS, the Shareholder is the owner of an aggregate of 1,547,758
shares (the "Shares") of the Company's common stock, par value $0.001 per share
("Common Stock"); and
WHEREAS, the Owner desires to dispose of the Shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the meanings set forth below:
"Commission" shall mean the Securities and Exchange Commission.
The terms "register," "registered", and "registration" refer
to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration
or ordering by the Commission of the effectiveness of such
registration statement.
"Registration Expenses" shall mean all reasonable out-of-pocket
registration, qualification and filing fees, NASD fees, exchange
listing fees, printing expenses, "road show" travel and lodging
expenses of the Company, fees and disbursements of outside counsel and
independent accountants for the Company, blue sky fees and expenses, and
other reasonable and customary out-of-pocket expenses incurred by the
Company and the Shareholder incident to such registration, including
without limitation all costs and expenses required to be paid or
reimbursed by the Company pursuant to the Underwriting Agreement (as
defined herein) (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company, and
excluding the Internal Cost Payment).
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at
the time.
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2. Registration.
2.1 Registration of the Shares. Subject to the terms
hereof, the Company agrees that it will register on one occasion the
Shares pursuant to the Securities Act. It is contemplated that the
Shares so registered shall be offered and sold in accordance with and
subject to the terms of an underwriting agreement (the "Underwriting
Agreement") to be negotiated among the Shareholder, the Company and the
managing underwriter(s) selected for such underwriting by the Company
and the Shareholder. Pursuant to such registration, it is presently
contemplated that all of the Shares will be offered and sold by the
underwriter(s) on a firm commitment basis, with an additional 232,164
shares of Common Stock (the "Company Shares") subject to an option
granted by the Company to the underwriter(s) for the purpose of covering
over-allotments, if any. Notwithstanding the foregoing, the Shareholder
shall have the right to terminate or withdraw the registration prior to
the effectiveness of such registration; provided, however, that in such
event, the Shareholder shall reimburse the Company in the manner
provided in Section 2.2 below as promptly as reasonably practicable for
all Registration Expenses and pay to the Company the portion of the
Internal Cost Payment (defined below) as required by Section 2.2(b)(ii),
incurred through the date of notice of such termination in connection
with such terminated registration.
2.2 Expenses of Registration.
(a) Subject to Section 2.5, all Registration Expenses
incurred by the Company or the Shareholder in connection with the
registration pursuant to Section 2.1 shall be borne by the Shareholder;
provided, however, that the maximum amount of Registration Expenses that
the Shareholder shall, under any circumstance, be liable to pay or
reimburse to the Company shall be, in the aggregate, $400,000, excluding
any out-of-pocket fees and expenses incurred by the Shareholder
(including without limitation, fees and expenses of counsel to the
Shareholder); and provided, further, that the Shareholder shall only be
obligated to reimburse the Company for 50% of the costs and expenses
incidental to any use of the Company airplane by the underwriters (but
100% of the cost of any use solely by Company personnel), as evidenced
by any employees or representatives of the underwriters or potential
underwriters traveling thereon. Subject to the foregoing, upon the
request of the Company, the Shareholder shall pay at the Closing
(defined below) any Registration Expenses for which there has been the
presentation of either bills, receipts or other appropriate evidence of
expense or a good faith estimate of accrued but unbilled costs and
expenses (with any remaining Registration Expenses to be paid by the
Shareholder within five business days of the invoice from time to time
by the Company); provided, however, that all such bills,
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receipts and/or estimates shall be presented to the Shareholder within
90 days of the first Closing (defined below). Notwithstanding anything
to the contrary contained in this Agreement, the Company shall use
commercially reasonable efforts to minimize the Registration Expenses to
the extent reasonably practicable.
(b) In addition but subject in all respects to the
foregoing and Section 2.5 below, the Shareholder shall pay to the
Company as charges in lieu of estimated internal costs relating to the
offering covered by such registration (i) $375,000 upon the closing of
the sale of the Shares (the "Closing") to the underwriter(s) in
accordance with the terms of the Underwriting Agreement and (ii)
$187,500 in the event that no such Closing occurs but that the
Underwriters have begun the "road show" relating to the sale of the
Shares (the payment made pursuant to either (i) or (ii) being referred
to as the "Internal Cost Payment"). All underwriting discounts, selling
commissions and stock transfer taxes applicable to (i) the Shares shall
be paid by the Shareholder and (ii) the Company Shares shall be paid by
the Company (neither of which shall constitute Registration Expenses).
2.3 Company's Obligations in Registration. In connection
with the registration contemplated by this Agreement, the Company will:
(a) Prepare and file with the Commission a registration
statement with respect to the Shares and use its commercially reasonable
best efforts to cause such registration statement to become and remain
effective until the distribution described in such registration
statement has been completed; and
(b) Furnish to each underwriter such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such
underwriter may reasonably request in order to facilitate the public
sale of the shares by such underwriter, and promptly furnish to each
underwriter and the Shareholder notice of any stop-order or similar
notice issued by the Commission or any state agency charged with the
regulation of securities, and notice of any NASDAQ or securities
exchange listing; and
(c) Furnish prospectuses, including preliminary
prospectuses and amendments and supplements thereto, to the Shareholder
in accordance with applicable securities laws; and
(d) Apply to register or otherwise qualify the Shares
under all applicable blue sky laws of any state.
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2.4 Indemnification.
(a) To the extent permitted by law, the Company will
indemnify and hold harmless the Shareholder against all expenses,
claims, losses, damages or liabilities (or actions in respect thereof)
to the extent to which he is subject, including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, to
the extent such expenses, claims, losses, damages or liabilities (or
proceedings in respect thereof) arise out of or are based on any untrue
statement (or alleged untrue statement) of a material fact contained in
any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or arise out of or are based
on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of the Securities Act or any
rule or regulation promulgated under the Securities Act applicable to
the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse the Shareholder for any
legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage,
liability or action, provided, however, that the indemnity contained
herein shall not apply to amounts paid in settlement of any claim, loss,
damage, liability or expense if settlement is effected without the
consent of the Company (which consent shall not unreasonably be
withheld); provided, further, that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in
conformity with any material specifically relating to the Shareholder in
the section "Principal and Selling Shareholders" in such prospectus or
any other written information furnished to the Company expressly for
inclusion in such registration by the Shareholder specifically for use
therein; and provided, further, that the Company shall not be liable for
any loss, claim, damage, liability or judgment to the extent that the
same results from any untrue statement or omission or alleged untrue
statement or omission (i) made in any preliminary prospectus and a copy
of the final prospectus was not sent or given to a person to whom any
Shares were sold at or prior to the confirmation of the sale of the
Shares if the untrue statement or omission was corrected in the final
prospectus, or (ii) based upon any information relating to any
underwriters furnished in writing to the Company by or on behalf of any
underwriter through the managing underwriter(s) expressly for use in the
registration statement or prospectus.
(b) To the extent permitted by law, the Shareholder will
indemnify and hold harmless the Company, each of such person's
officers and directors
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and each person controlling such persons within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) to the extent to which such
person or entity is subject, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or arising out of or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will
reimburse the Company, such other persons, such directors, officers or
control persons for any legal or other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity
with any material specifically relating to the Shareholder in the
section "Principal and Selling Shareholders" in such prospectus or any
other written information furnished to the Company by the Shareholder
expressly for inclusion in such registration; provided, however, that
the indemnity contained herein shall not apply to amounts paid in
settlement of any claim, loss, damage, liability or expense if
settlement is effected without the consent of the Shareholder (which
consent shall not be unreasonably withheld); provided, further, that the
Shareholder shall not be liable for any loss, claim, damage, liability
or judgment to the extent that the same results from any untrue
statement or omission or alleged untrue statement or omission (i) made
in any preliminary prospectus and a copy of the final prospectus was not
sent or given to a person to whom any Shares were sold at or prior to
the confirmation of the sale of the Shares if the untrue statement or
omission was corrected in the final prospectus, or (ii) based upon any
information relating to any underwriters furnished in writing to the
Company by or on behalf of any underwriter through the managing
underwriter(s) expressly for use in the registration statement or
prospectus. Notwithstanding the foregoing, the liability of the
Shareholder under this subsection (b) shall be limited in an amount
equal to the net proceeds from the sale of the Shares sold by the
Shareholder under the registration.
(c) Each party entitled to indemnification under this
Section 2.4 (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any action or
proceeding commenced against, or written demand made on any such party
in respect of which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval
shall
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not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party's expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this
Agreement unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action,
and provided further, that the Indemnifying Party shall not assume the
defense for matters as to which there is a conflict of interest or as to
which the Indemnifying Party is asserting separate or different
defenses, which defenses are inconsistent with the defenses of the
Indemnified Party. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation. No Indemnified
Party shall consent to entry of any judgment or enter into any
settlement without the consent of each Indemnifying Party.
(d) If the indemnification provided for in this Section 2.4
is unavailable to an Indemnified Party in respect of any losses,
claims, damages or liabilities referred to therein, then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the
Company on the one hand and the Shareholder on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and
the Shareholder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Shareholder and
the parties' relevant intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Company and the Shareholder agree that it would not be just and
equitable if contribution pursuant to this Section 2.4(d) were based
solely upon the number of entities from whom contribution was requested
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 2.4(d). The
amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages and liabilities referred to above in this
Section 2.4(d) shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
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who was not guilty of such fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act).
2.5 Company Right to Terminate Registration. The Company
shall have the right to delay, terminate or withdraw any registration
initiated under this Section 2 prior to the effectiveness of such
registration; provided, however, that in the event the Company elects to
terminate such registration, it shall be responsible for all
Registration Expenses relating to the Shares, and the Shareholder shall
have no obligation to pay the Internal Cost Payment. Notwithstanding the
foregoing, the Company shall be deemed to have satisfied all of its
obligation to register the Shares hereunder and shall be entitled to
terminate this Agreement (and shall remain entitled to payments relating
to Registration Expenses and the Internal Cost Payment) if the
Shareholder and the Underwriter disagree as to pricing or other terms of
the Underwriting Agreement or the Shareholder otherwise determines not
to sell all of his Shares pursuant to the registration contemplated
hereby.
2.6 Noncompetition and Related Matters.
(a) Shareholder agrees that for a period of three years
from the effective date of this Section 2.6, he shall not, directly or
indirectly, as an owner, operator, employee, representative,
shareholder, officer, director, partner, venturer, equityholder,
consultant, advisor or in any other capacity, within a one hundred (100)
mile radius of any location where the Company (directly or through
agents or others) is operating or at the effective date of this Section
2.6, is planning to operate, (i) engage in any business activity in
competition with the business in which the Company is engaged at the
time of the effective date of this Section 2.6 or any business activity
which the Company is planning, as of the effective date of this Section
2.6, to pursue, (ii) solicit such business from, or provide such
services to, any of the customers or accounts of the Company, or (iii)
become the employee of, or otherwise render services to or on behalf of,
any enterprise which competes directly or indirectly with the business
of the Company. Notwithstanding the foregoing, the Shareholder may
purchase or otherwise acquire up to (but not more than) one percent of
any class of securities of any enterprise (but without otherwise
participating in the activities of such enterprise), whether or not such
enterprise is in competition with the Company, if such securities are
listed on any national or regional securities exchange or have been
registered under Section 12(g) of the Securities Exchange Act of 1934.
Shareholder recognizes and acknowledges that, in the course of his
duties with the Company and as a result of the position of trust he has
held, he has obtained private and confidential information and
proprietary data relating to the Company. Shareholder agrees that for a
period of three years from the effective date of this Section 2.6, he
will not, either directly or indirectly, disclose or use
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confidential information acquired during his relationship with the
Company except with the prior written consent of the Chief Executive
Officer of the Company or unless compelled to do so by process of law. None of
the foregoing obligations and restrictions applies to any part of the Company's
confidential information that the Shareholder demonstrates was or became
generally available to the public other than as a result of a disclosure by the
Shareholder in violation of this Section 2.6.
(b) Shareholder agrees that he shall not, directly or indirectly,
during the period commencing on the effective date of this Section 2.6 and
ending two years from such effective date, (i) take any action to solicit or
divert any business or customers away from the Company, (ii) induce customers,
suppliers, agents or other persons under contract or otherwise associated or
doing business with the Company to terminate, reduce or diminish any such
association or business with or from the Company and/or (iii) induce any person
in the employment of the Company or any consultant to the Company to (A)
terminate such employment or consulting arrangement or (B) accept employment or
enter into any consulting arrangement with anyone other than the Company.
(c) Shareholder agrees that he shall not, during the period
commencing on the effective date of this Section 2.6 and ending two years from
such effective date (i) criticize or disparage the Company or any affiliate in
a manner intended or reasonably calculated to result in significant public
embarrassment to, or material injury to the reputation of, the Company or any
affiliate in any community in which the Company or any affiliate is engaged in
business; or (ii) commit damage to the property of the Company or any affiliate
or otherwise engage in any misconduct which is injurious to the business or
reputation of the Company or any affiliate. The Company agrees that, during
the period commencing on the effective date of this Section 2.6 and ending two
years from such effective date, neither it nor its affiliates will (i)
criticize or disparage the Shareholder in a manner intended or reasonably
calculated to result in significant public embarrassment to, or material injury
to the reputation of, the Shareholder in any community in which the Shareholder
resides or is engaged in business; or (ii) commit damage to the property of the
Shareholder or otherwise engage in any misconduct which is injurious to the
business or reputation of the Shareholder.
(d) Shareholder agrees that a violation of the provisions of this
Section 2.6 would cause irreparable and continuing injury to the Company and
its affiliates, for which they would have no adequate remedy at law, and that,
for such reason, among others, the Company shall (subject to compliance with
Section 2.6(h) with respect to alleged violations of Sections 2.6(b) and
2.6(c)) be entitled, as a matter of course, to a temporary restraining order
and a
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temporary and permanent injunction restraining any further violation of any
such provision. Such right to injunctive relief shall be in addition to, and
not in limitation of, any other rights and remedies the Company may have
against Shareholder, including without limitation the right to recover damages
for any breach or threatened breach, including without limitation the recovery
of damages from Shareholder. Shareholder specifically agrees that such
limitations as to the period of time, geographic area and type and scope of
restriction on his activities specified herein are reasonable and necessary for
the protection of the goodwill or other business interests of the Company and
its affiliates.
(e) If any provision of this Section 2.6 is found by a court of
competent jurisdiction to be unreasonably broad, oppressive or unenforceable,
such court (i) shall narrow the scope of this Section 2.6 in order to ensure
that the application thereof is not unreasonably broad, oppressive or
unenforceable, and (ii) to the fullest extent permitted by law, shall enforce
this Agreement as though reformed.
(f) In consideration for Shareholder's execution of this
Agreement, in addition to the other consideration provided by the Shareholder
herein, Shareholder shall be entitled to the registration of his Shares as
provided hereby. For purposes of this Section 2.6, references to the Company
shall include the Company and any of its direct or indirect subsidiaries. The
provisions in this Section 2.6 shall apply notwithstanding any other provision
of this Agreement to the contrary.
(g) The provisions of this Section 2.6 shall be effective only
upon the Closing. Once effective, the provisions of this Section 2.6 shall
survive the termination of this Agreement regardless of the date, cause or
manner of such termination.
(h) Notwithstanding any of the foregoing to the contrary, in the
event of any alleged breach of any of the covenants contained in Sections
2.6(b) or 2.6(c) hereof, the claiming party shall promptly notify the other
party of such alleged breach and submit the matter as promptly as practicable
to J.A.M.S./Endispute in Houston, Texas (which shall be deemed mutually
acceptable to the parties) or, at the option of the claiming party, to another
mutually acceptable mediator in either case for resolution within 30 days of
the date of such notice. If the claiming party does not select
J.A.M.S./Endispute and the parties cannot agree upon another mediator on or
before the expiration of 15 days following the date of such notice, another
mediator shall be selected as follows: The Company and the Shareholder shall
each select one mediator, who will, in turn, jointly select a third mediator to
mediate the alleged breach. The costs of such mediation shall be borne equally
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by the parties. Following such mediation, the Company and the
Shareholder each agree that they will not bring any further action or
proceeding relating to the alleged breach in question unless (i) the
mediation has not resolved the dispute and (ii) the mediator has made a
determination in writing that the claims of the claiming party have substantial
merit. The Company and Shareholder agree that any action or proceeding filed
alleging a breach of Sections 2.6(b) and/or 2.6(c) shall be subject to
immediate dismissal unless both (i) and (ii) above have been satisfied, with
all costs and expenses incurred by the parties associated with the filing and
dismissal of such action or proceeding to be borne by the filing party.
3. Miscellaneous.
3.1 Shareholders' Agreement. Upon the closing of the sale of the
Shares in accordance with the terms of the Underwriting Agreement, the terms,
conditions and provisions of that certain Shareholders' Agreement dated October
1, 1994, by and among the Company, the Founder and the Purchasers (as such
terms are defined therein), which are applicable to the Shareholder, shall
terminate and be of no further force and effect with respect to the
Shareholder. The Shareholder waives all rights it has under such Shareholders'
Agreement with respect to the registration effected pursuant to the terms
hereof. The Company has received, or will have received prior to Closing, all
applicable waivers under the terms of the Shareholders' Agreement from the
parties thereto, other than the Shareholder, which waivers permit the
Shareholder to undertake the sale of the Shares and all other transactions
contemplated hereunder without any violation by the Shareholder of the terms
thereof.
3.2 Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Texas.
3.3 Amendment. This Agreement, or any provision hereof, may be
amended, waived, discharged or terminated only upon the written consent of the
Company and the Shareholder.
3.4 Notices. All notices or 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 when delivered in person, transmitted by
telecopier or mailed by registered or certified first class mail, postage
prepaid, return receipt requested to the parties hereto at the address set
forth below the party's signature to this Agreement (as the same may be changed
from time to time by notice similarly given) or the last known business or
residence address of such other person as may be designated by either party
hereto in writing.
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3.5 Delays or Omissions. Except as expressly provided herein, no
delay or omission to exercise any right, power or remedy accruing to any party
to this Agreement shall impair any such right, power or remedy of such party
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
3.7 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.
3.8 Survivability. The provisions of Sections 2 and 3.1 of this
Agreement shall survive any sale of the Shares and termination of this
Agreement.
3.9 Termination. Unless earlier terminated by mutual agreement of
the parties, the term of this Agreement shall expire on April 15, 1997.
3.10 No Assignment. The benefits and obligations of this Agreement
may not be assigned to any other party without the prior written consent of the
other party hereto; provided that the rights and benefits of the Shareholder
shall inure to the benefit of his heirs and personal representatives.
3.11 Payment of Legal Expenses. If any legal action or other
proceeding is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection with this
Agreement or the transactions contemplated hereby, the successful or prevailing
party or parties shall be entitled to recover reasonable attorneys' fees and
other costs incurred in connection with such action or proceeding, in addition
to any other relief to which it or they may be entitled.
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IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this agreement effective
upon the date first set forth above.
COMPANY:
Eagle USA Airfreight, Inc.,
a Texas corporation
By: /s/ XXXXX X. XXXXX
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Its: President, Chief Executive Officer
and Chairman of the Board
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Address:
Eagle USA Airfreight, Inc.
0000 Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
SHAREHOLDER:
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Address:
Xxxxxx X. Xxxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
CONSENT OF SPOUSE
I am the spouse of Xxxxxx X. Xxxxxxx. On behalf of myself, my heirs,
legatees and assigns, I hereby join in and consent to the terms of this
Agreement and agree to be bound by the terms hereof to the extent of my
interest in the subject matter hereof.
/s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
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