STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, dated as of September 16, 1995, by and
among B & L ACQUISITION CORPORATION, a Delaware corporation (the
"Purchaser"), BRW STEEL CORPORATION, a Delaware corporation ("Parent"), and
the Management Stockholders (who are individually named on Schedule A hereto)
of the Company (as defined below) who are parties to that certain First
Refusal Agreement (as defined in Section 2) (each Management Stockholder, a
"Stockholder"; collectively all the Management Stockholders, the
"Stockholders"), being the owner of certain shares of common stock, $.01 par
value per share (the "Common Stock"), of BLISS & XXXXXXXX INDUSTRIES INC., a
Delaware corporation (the "Company").
WHEREAS, the Purchaser, Parent and the Company are concurrently
herewith entering into a Merger Agreement dated as of the date hereof (the
"Merger Agreement"), which provides, upon the terms and subject to the
conditions thereof, for the merger of the Purchaser with and into the Company
(the "Merger").
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Purchaser desires to acquire an option from the Stockholders
to purchase an aggregate of 774,059 shares of Common Stock of the Company.
The number of such shares pertaining to each Stockholder is set forth
opposite the Stockholder's name on Schedule A hereto (as to each Stockholder,
the "Shares"); and in order to induce the Purchaser to proceed with the
Merger, the Stockholders desire to grant an option to the Purchaser to
purchase the Shares, all upon the terms and conditions of this Agreement.
WHEREAS, the taking of various steps which are necessary in order to
accomplish the Merger will require the Purchaser and the Company to spend
significant sums of money and use substantial amounts of time of their key
employees.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto, intending legally to be bound, do hereby agree as follows:
1. GRANT OF STOCK OPTION. The Stockholder hereby grants to the
Purchaser an exclusive and irrevocable option (the "Stock Option") to
purchase during a period commencing on the date hereof (the "Option
Commencement Date"), subject to the provisions of Section 3 below, and ending
on the Termination Date (hereinafter defined), the Shares at a price per
share of $7.75, or any higher price paid by Purchaser for a share of Common
Stock of the Company in the Merger, payable as provided in Section 3 below
(the "Purchase Price"). The Option Price shall be paid in cash at the
Closing (as hereinafter defined).
2. EXERCISE OF STOCK OPTION. Provided that (a) Stelco Inc. ("Stelco")
has not purchased the Shares pursuant to the exercise of Stelco's rights
under Section 3.3 of the Right of First Refusal and Standstill Agreement
dated May 11, 1990 (the "First Refusal Agreement") (such purchase a "First
Refusal Purchase"), (b) no preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in the United
States of America shall be in effect which would prohibit the purchase or
delivery of Shares hereunder and (c) any applicable waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall
have expired with respect to such purchase and delivery, the Purchaser may
exercise the Stock Option, in whole, at any time or from time to time, from
the Option Commencement Date until that date (the "Termination Date") which
is the earlier of (i) December 29, 1995, or (ii) termination of the Merger
Agreement due to a material breach by the Purchaser of its obligations under
the Merger Agreement. Stockholder agrees that if, prior to the first
anniversary of the date of this Agreement, the Stockholder or any assignee of
the Stockholder or the Company enters into an agreement to (i) sell or
exchange all or substantially all of the Common Stock of the Company held by
the Stockholder or an affiliate of the Stockholder to or with a third party,
Stockholder or any assignee of the Stockholder will promptly pay Purchaser an
amount equal to fifty percent (50%) of the difference between the Subsequent
Share Price (as defined below) received for the Shares in such subsequent
transaction and the product of $7.75 and the number of Shares. For the
purposes of this Section 2, "Subsequent Share Price" shall mean the sum of
the aggregate consideration received by the Stockholder or any assignee of
the Stockholder in the transaction reduced by the expenses and out of pocket
fees incurred by Stockholder or its affiliates or on their behalf in
connection with the sale of the Shares. If the Stockholder or any assignee
of the Stockholder or the Company receives consideration other than cash, the
Stockholder may elect to pay the amount due the Purchaser under this Section
2 in like kind consideration or in cash. Prior to the Termination Date,
other than as permitted in Section 4 below, the Stockholder will not take,
and will refrain from taking, any action which would have the effect of
preventing or disabling the Stockholder from delivering the Shares to the
Purchaser upon exercise of the Stock Option or from otherwise performing its
obligations under this Agreement.
3. DELIVERY OF SHARES; ESCROW ARRANGEMENTS; PAYMENT FOR SHARES. Within
three (3) days after the date of this Agreement, the Stockholder shall
deliver in escrow to an escrow agent (the "Escrow Agent"), to be selected by
the Purchaser and reasonably acceptable to the Stockholder, (i) duly executed
share certificates representing the Shares accompanied by stock powers
endorsed in blank and with signatures guaranteed and such other documents as
may be reasonably necessary to transfer record ownership of Shares into the
Purchaser's name on the stock
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transfer books of the Company or (ii) book confirmation of the transfer of
Shares to the account of the Escrow Agent or its nominee with the Depository
Trust Company. If this Agreement is terminated, the unpurchased Shares and
any certificates for the unpurchased Shares and related stock powers and
other documents shall be returned to the Stockholder within two business days
following such termination; provided, however, if a cancellation fee and
expenses are owed under Section 14 hereof, the Shares shall remain in the
account of the Escrow Agent until the Stockholder has paid such cancellation
fee and expenses in full. The Stockholder and Purchaser agree to enter into
an escrow agreement (the "Escrow Agreement") with the Escrow Agent,
substantially in the form of Attachment A hereto. At any Closing hereunder,
the Purchaser shall deliver an aggregate principal amount of $7.75, or any
higher price paid by Purchaser for a share of Common Stock of the Company in
the Merger, times the number of Shares being purchased (the "Exercised Option
Shares") in cash or a certified or cashier's check or by wire transfer of
immediately available funds to a bank account designated by the Escrow Agent
(the "Purchase Price"), for distribution to Stockholder in compliance with
the terms of the Escrow Agreement.
4. COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, the Stockholder agrees, until the Termination
Date, not to:
(a) sell, transfer, pledge, assign or otherwise
dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, any
Shares, except that (i) if required by the terms of the
First Refusal Agreement, the Stockholder may sell the
Shares to Stelco pursuant to a First Refusal Purchase, or
(ii) the Stockholder, upon a minimum of three (3) days
prior written notice to the Purchaser and upon expiration
of any rights Stelco may have to purchase the Shares under
the First Refusal Agreement, may sell or transfer the
Shares to a purchaser or transferee that is a citizen of
the United States of America or Canada and executes with
the Purchaser an agreement containing the same terms
hereof; provided, however, that no sale or transfer shall
be permitted hereunder to any purchaser or transferee that
Parent believes, in its reasonable judgment, intends or may
intend to engage in any transaction which may involve a
change of control such as a merger, reorganization or
acquisition of the Company, other than the transactions
contemplated by the Merger Agreement or this Agreement;
(b) acquire any additional shares of Common Stock
without the prior consent of Purchaser other than pursuant
to the exercise of existing stock options or similar
rights;
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(c) enter into a voting agreement with respect to any
Shares; or
(d) directly or indirectly, initiate discussions or
engage in negotiations with any corporation, partnership,
person or other entity or group (other than Purchaser)
concerning any possible acquisition of the Shares or any
possible merger, purchase of assets, purchase of stock or
similar transactions involving the Company or any major
asset of the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The
Purchaser and Parent jointly and severally hereby represent and warrant to
the Stockholder as follows:
(a) AUTHORITY RELATIVE TO THIS AGREEMENT. The
Purchaser and Parent each is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware. The Purchaser and Parent each has full
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly authorized by all
necessary corporate action on the part of the Purchaser and
Parent, has been validly executed and delivered by a duly
authorized officer of the Purchaser and Parent, and,
constitutes a valid and binding agreement of the Purchaser
and Parent, enforceable against the Purchaser and Parent in
accordance with its terms.
(b) NO APPROVALS OR NOTICES REQUIRED; NO CONFLICT
WITH INSTRUMENTS TO WHICH PURCHASER OR PARENT IS PARTY.
The execution and delivery of this Agreement and the
performance by Parent or Purchaser of their respective
obligations hereunder will not (i) violate the charter or
bylaws of Parent or Purchaser; (ii) assuming satisfaction
of the requirements set forth in clause (iii) below, violate
any provision of law applicable to Parent or
Purchaser; (iii) except for (1) requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and requirements, if any, arising out of the HSR
Act, require any consent, approval, filing or notice under
any provision of law applicable to Parent or Purchaser or
any of Parent's other subsidiaries; or (iv) require any
consent, approval or notice under, or violate or constitute
a default under, or permit the termination of any provision
of, or result in the acceleration of the maturity or
performance of any obligation of, or result in the creation
or imposition of any lien upon any properties, assets or
businesses of, Parent or Purchaser or any of Parent's other
subsidiaries under, any note, bond, indenture, mortgage,
deed of trust, lease, franchise, permit, authorization,
license, contract, instrument or other agreement or
commitment, or any order, judgment or decree, to which
Parent or Purchaser or any of Parent's other subsidiaries
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is a party or by which Parent, Purchaser or any of Parent's
other subsidiaries or any of the assets or properties of
Parent, Purchaser or any of Parent's other subsidiaries is
bound or encumbered, which in any of the foregoing cases
would have a material adverse effect on Parent and its
subsidiaries taken as a whole or would prohibit or
interfere with the consummation of this Agreement.
(c) DISTRIBUTION. The Purchaser will acquire the
Shares upon exercise of the Stock Option for its own
account and not with a view to any resale or distribution
thereof and will not sell the Shares unless such Shares are
registered under the Securities Act of 1933 (the "Securities
Act") or unless an exemption from registration is available.
(d) RESALE PRIOR TO THE EFFECTIVE TIME. Purchaser
agrees that, if prior to the earlier of the Effective Time
(as defined in the Merger Agreement) or the first anniversary
of the date of this Agreement, the Purchaser or any
assignee of the Purchaser or the Company enters into an
agreement to sell or exchange all or substantially all of
the Common Stock of the Company held by the Purchaser or an
affiliate of the Purchaser to or with an unaffiliated third
party, Purchaser or any assignee of the Purchaser will
promptly pay Stockholder an amount equal to fifty percent
(50%) of the difference between the Subsequent Share Price
(as defined below) received for such subsequent transaction
and the product of $7.75 times the number of Shares. For
the purposes of this Section 6(d), "Subsequent Share Price"
shall mean the sum of the aggregate consideration received
by the Purchaser or any assignee of the Purchaser in the
transaction attributable to the Shares reduced by the
expenses and out of pocket fees incurred by Purchaser or
its affiliates or on their behalf in connection with the
sale of the Shares. If the Purchaser or any assignee of
the Purchaser receives consideration other than cash, the
Purchaser may elect to pay the amount due the Stockholder
under this Section 6(d) in like kind consideration or in
cash.
(e) RESALE SUBSEQUENT TO THE EFFECTIVE TIME.
Subsequent to the Effective Time, Purchaser agrees that, if
prior to the first anniversary of the date of this
Agreement, the Purchaser or any assignee of the Purchaser,
the Company or the Surviving Corporation (as defined in the
Merger Agreement) enters into an agreement to (i) sell or
exchange all or substantially all of the Common Stock of
the Company or the Surviving Corporation to or with, or
(ii) merge or consolidate the Company or the Surviving
Corporation with, or (iii) sell substantially all the
assets of the Company or the Surviving Corporation to, an
unaffiliated third party, Purchaser or any assignee of the
Purchaser, the Company and the Surviving Corporation will
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jointly promptly pay Stockholder an amount equal to fifty
percent (50%) of the product of (y) the difference between
the Aggregate Transaction Value (as defined below) received
for such subsequent transaction and $55,000,000 and (z) a
fraction, the numerator of which is the number of Shares
and the denominator of which is the number equal to the
total of (1) the number of shares of Common Stock of the
Company issued and outstanding as of the Effective Time
plus (2) the number of shares of Common Stock of the
Company underlying stock options for which the option
holder is entitled to payment under Section 1.3(e) of the
Merger Agreement plus (3) the number of share equivalents
for which the participant under the Directors' Deferred
Compensation Plan is entitled to payment under Section
1.3(f) of the Merger Agreement. For the purposes of this
Section 5(e), "Aggregate Transaction Value" shall mean the
sum of the aggregate consideration received by the sellers
in the transaction (reduced by the present value of any
future or contingent obligations retained by the sellers)
plus the aggregate liabilities assumed by the acquiring
party in the transaction. If the Purchaser or any assignee
of the Purchaser, the Company or the Surviving Corporation
receives consideration other than cash, the Purchaser may
elect to pay the amount due the Stockholder under this
Section 5(e) in like kind consideration or in cash.
6. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder
represents and warrants to the Purchaser the following:
(a) TITLE TO SHARES. The Stockholder has good and
marketable title to the Shares, not subject to any
hypothecation, pledge or lien, with no restrictions on
voting rights and other incidents of record and beneficial
ownership incident thereto, and the absolute right to grant
Purchaser the option to purchase the Shares and the right
to sell and transfer the Shares to the Purchaser free and
clear of all claims, liens, pledges, security interests,
restrictions or encumbrances of any nature whatsoever,
except for the restrictions under the First Refusal
Agreement. Solely for the purposes of this Agreement and
the Merger, Stockholder hereby waives and agrees not to
assign his rights of first refusal under all First Refusal
Agreements to which he or it and other stockholders of the
Company are parties, provided that such waiver and
agreement not to assign terminate when this Agreement
terminates. On consummation of the transactions
contemplated by this Agreement in accordance with the terms
hereof, the Purchaser will acquire good and marketable
title to the Shares free and clear of all claims, liens,
pledges, security interests, resolutions or encumbrances of
any nature whatsoever except for any rights of first
refusal held by other Stockholders of the Company under
First Refusal Agreements.
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(b) AUTHORIZATION AND VALIDITY. The Stockholder has
the power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. This Agreement constitutes a valid and binding
agreement of the Stockholder, enforceable in accordance
with its terms.
(c) COMPLIANCE WITH INSTRUMENTS. Neither the
execution or delivery of this Agreement nor the
consummation by the Stockholder of the transactions
contemplated hereby will violate any provisions of any law
applicable to the Stockholder or agreement to which the
Stockholder is a party, except for any rights of first
refusal held by other Stockholders of the Company under
First Refusal Agreements.
(d) SUPPORT OF MERGER. The Stockholder agrees that
he will vote all of his Shares in favor of the Merger
Agreement at any Stockholders Meeting at which it is
discussed, and at any adjournment thereof; provided
however, that Stockholder shall not have to vote in favor
of the Merger Agreement if it has been terminated.
7. COMPANY ACTIONS. If the Stockholder is a director of the Company or
an officer or stockholder of the Company that is a reporting person under
Section 16 of the Exchange Act, the Stockholder agrees to use his best
efforts during the term of this Agreement to prevent the Company, its Board
of Directors, its officers and its subsidiaries from:
(a) issuing additional capital stock except pursuant
to existing option plans or arrangements;
(b) approving a stock split, reverse stock split,
recapitalization, or other similar action which would result in an overall
adjustment of the number of outstanding shares of the Company's Common
Stock;
(c) increasing the dividend on the Company's Common Stock;
(d) issuing additional stock options or appreciation rights;
(e) selling any assets, except in the normal course
of business and except for assets presently under contract
for sale; and
(f) issuing or incurring additional debt, except in
the normal course of business.
8. HSR FILING. Promptly after the date hereof, and from time to time
thereafter if necessary, the Purchaser shall file with the Federal Trade
Commission and the Antitrust Division of
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the United States Department
of Justice all required pre-merger notification and report forms and other
documents and exhibits required to be filed under the HSR Act to permit the
purchase of the Shares subject to the Stock Option.
9. UNITARY TRANSACTION. The parties hereto intend that this Agreement
and the Merger Agreement shall constitute a single unified transaction for
the acquisition of the Company by Purchaser. In accordance with that
intention, Purchaser represents the following:
(a) Purchaser was not an affiliate of and had no
affiliation with the Company at any time prior to the
execution of this Agreement and the Merger Agreement;
(b) Purchaser shall purchase all shares of Common
Stock pursuant to this Agreement and the Merger Agreement
at the same price per share; and
(c) Purchaser shall make no attempt to change the
management of, alter the operation of, or exercise control
over the Company prior to the Effective Time or termination
of the Merger Agreement.
10. CERTAIN UNDERTAKINGS. The Stockholder hereby agrees that, during
the term of this Agreement, at any meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, the Stockholder shall (a) vote the Shares in
favor of the Merger; (b) not vote the Shares in favor of any action or
agreement which would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the Company
under the Merger Agreement; and (c) vote the Shares against any action or
agreement which would impede, interfere with or attempt to discourage the
Merger, including, but not limited to: (i) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries; (ii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iii) any change
in the management or board of directors of the Company, except as otherwise
agreed to in writing by Purchaser; (iv) any material change in the present
capitalization or dividend policy of the Company; or (v) any other material
change in the Company's corporate structure or business; provided however,
that Stockholder shall not have to take any action specified above in this
Section 10 if the Merger Agreement has been terminated by Purchaser or Parent.
11. ADJUSTMENTS. In the event of any increase or decrease or other
change in the Common Stock by reason of stock dividends, split-up,
recapitalizations, combinations, exchanges of shares or the like, the number
of shares of Common Stock subject to the Stock Option and the per Share
Purchase Price shall be equitably adjusted appropriately.
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12. LEGEND. As soon as practicable after the execution of this
Agreement, the Stockholder shall cause the following legend to be placed on
the certificates representing the Shares:
"The Shares of common stock represented by this
certificate are subject to a Stock Option Agreement,
dated as of September 16, 1995, with B & L Acquisition
Corporation and BRW Steel Corporation."
Upon termination of this Agreement Stockholder will remove such legend
on any Shares returned to him; and Purchaser will cooperate therewith.
13. GUARANTEE. Parent hereby fully and unconditionally guarantees each
and every representation, warranty and obligation of the Purchaser hereunder
and of any assignee of the Purchaser.
14. CANCELLATION FEE. (a) If Stelco exercises its rights under the
First Refusal Agreement to purchase the Shares, or (b) if prior to December
29, 1995 the Board of Directors of the Company terminates the Merger
Agreement pursuant to Section 6.1(c)(iii) of the Merger Agreement and a
transaction is subsequently consummated, or (c) if prior to December 29, 1995
a tender or exchange offer shall have been commenced by any party to acquire
twenty percent (20%) or more of the capital stock of the Company at a price
in excess of $7.75, which tender or exchange offer is subsequently
consummated, then, upon consummation of Stelco's purchase with respect to
clause (a) above or within five (5) business days of the consummation of the
transaction in the case of clause (b) or (c) above, the Stockholder shall pay
to the Purchaser, a cash cancellation fee equal to the product of (i) the sum
of one million two hundred fifty thousand dollars ($1,250,000) plus all out
of pocket fees and expenses incurred by Purchaser, Parent or their affiliates
or on their behalf in connection with the Merger and the transactions
contemplated hereby (such out of pocket fees and expenses not to exceed two
hundred fifty thousand dollars ($250,000)) and (ii) a fraction, the numerator
of which is the number of Shares and the denominator of which is 774,059.
15. REMEDIES. The parties agree that the Purchaser would be
irreparably damaged if for any reason the Stockholder failed to deliver any
of the Shares upon exercise of the Stock Option or to perform any of its
other obligations under this Agreement, and that the Purchaser would not have
an adequate remedy at law for money damages in such event. Accordingly, the
Purchaser shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance hereof by the Stockholder. This
provision is without prejudice to any other rights that the Purchaser may
have against the Stockholder for any failure to perform its obligations under
this Agreement.
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16. ENTIRE AGREEMENT; ASSIGNMENT; AMENDMENT. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings,
both written and oral, of the parties with respect to such subject matter.
Purchaser may assign any or all of its rights and obligations hereunder to
any wholly-owned affiliate of Purchaser or Parent. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto.
17. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
18. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be furnished by hand
delivery, by telegram or telex, or by mail (registered or certified, postage
prepaid, return receipt requested) to the parties at the addresses set forth
below or, if to the Escrow Agent, at its address set forth in the Escrow
Agreement. Any such notice shall be deemed duly given upon the date it is
actually received by the party to whom notice is intended to be given or is
actually delivered at its address as shown below or, if to the Escrow Agent,
at its address set forth in the Escrow Agreement:
If to the Purchaser:
B&L Acquisition Corporation
0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
With a copy to:
Xxx X. Xxxxx, Esq.
Pillsbury Madison & Sutro
0000 Xxxxxxxxxxx Xxxxxx, XX, #0000
Xxxxxxxxxx, XX 00000
If to the Stockholder:
At the address set forth for the Stockholder on
Schedule B hereto.
With a copy to the Company, at:
Bliss & Xxxxxxxx Industries Inc.
000 Xxxx 000xx Xxxxxx
Xxxxxx, XX 00000
Attention: President
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With copies to:
Company's Counsel
Wildman, Harrold, Xxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxx, #0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
19. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware, without
reference to principles of conflicts of laws.
20. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
21. PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to confer upon any other person or
entity any rights or remedies of any nature whatsoever under or by reason of
this Agreement.
22. TIME OF THE ESSENCE. The parties agree that time shall be of the
essence in the performance of obligations hereunder.
23. BROKERS. Each party hereby represents and warrants to the other
that no broker or finder claiming through him is entitled to a fee in
connection with the sale of Shares hereunder, except for The Chicago
Corporation whose fee will be paid by the Company.
24. AGREEMENTS WITH OTHER STOCKHOLDERS. Purchaser agrees that if it
executes a Stock Option Agreement with any other stockholder of the Company
having terms more favorable to such stockholder than the terms of this
Agreement are to Stockholder, it will promptly amend this Agreement to
include such more favorable terms. Stockholder hereby appoints as his lawful
attorney-in-fact Xxxxxxx X. Xxxxxx to execute any and all notices and other
communications under the First Refusal
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Agreement as such attorney-in-fact shall execute in his sole discretion.
25. JURISDICTION. Any judicial proceeding brought against any of the
parties to this Agreement with respect to any dispute arising out of this
Agreement or any matter related hereto may be brought in the courts of the
State of Illinois located in Chicago, Illinois, or in the United States
District Courts in Chicago, Illinois, and, by execution and delivery of this
Agreement, each of the parties to this Agreement accepts the exclusive
jurisdiction of such courts, and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement. The foregoing
consents shall not constitute general consents to service of process in the
State of Illinois for any purpose except as provided above and shall not be
deemed to confer rights to any Person other than the respective parties to
this Agreement.
26. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its duly authorized representative, all as of the
day and year first above written.
BRW STEEL CORPORATION
By
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Title
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B & L ACQUISITION CORPORATION
By
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Title
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STOCKHOLDER
By
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Title
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