EXHIBIT 10(i)
EXECUTION COPY
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SHAREHOLDERS VOTING SUPPORT AGREEMENT
Made as of July 26, 1996
Between
SEVEN SEAS PETROLEUM INC.
and
XXXXXX X. XXXXXX III
and
XXXXXX X. XXXX
and
XXXXXX X. XXXXXXXXX
and
XXXXXX X. XXXXXX
and
XXXXXXX X. XXXXXXXX
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XXXXXXXX BINCH
BARRISTERS & SOLICITORS
EXECUTION COPY
TABLE OF CONTENTS
RECITALS.....................................................................1
SECTION 1 - DEFINITIONS.....................................................2
Block .................................................................2
Board .................................................................2
Company Act............................................................2
Meeting................................................................2
Preferred Shares.......................................................2
Slate .................................................................2
Warrant Indenture......................................................2
SECTION 2 - INTERPRETATION...................................................2
2.1 Gender/Numbers...................................................2
2.2 Headings.........................................................2
2.3 Proper Law.......................................................2
2.4 Reclassification of Securities...................................2
SECTION 3 - EXERCISE OF VOTING POWER.........................................3
3.1 Exercise of Voting Power.........................................3
3.2 Nominations......................................................3
SECTION 4 - TRANSFERS OF SHARES..............................................3
4.1 Ordinary Course Sales............................................3
4.2 Excluded Shares..................................................3
SECTION 5 - TERMINATION......................................................4
5.1 Termination......................................................4
SECTION 6 - CLOSING CERTIFICATE..............................................4
6.1 Closing Certificate..............................................4
SECTION 7 - MISCELLANEOUS....................................................4
7.1 Amendment........................................................4
7.2 Successors and Assigns...........................................4
7.3 No Third Party Beneficiaries.....................................5
7.4 Severability.....................................................5
7.5 Counterparts.....................................................5
(i)
EXECUTION COPY
SHAREHOLDERS VOTING SUPPORT AGREEMENT
This Agreement is made as of July 26, 1996, between
SEVEN SEAS PETROLEUM INC.
("Company")
and
XXXXXX X. XXXXXX III
("Xxxxxx")
and
XXXXXX X. XXXX
("Xxxx")
and
XXXXXX X. XXXXXXXXX
("Xxxxxxxxx")
and
XXXXXX X. XXXXXX
("Plewes")
and
XXXXXXX X. XXXXXXXX
("Xxxxxxxx", and together with Hefner, Kerr,
Xxxxxxxxx and Xxxxxx, the "Shareholders")
RECITALS
A. The Shareholders wish to establish their respective rights and obligations in
respect of certain matters pertaining to the voting and disposition of voting
shares of the Company;
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FOR VALUE RECEIVED, the parties agree as follows:
SECTION 1 - DEFINITIONS
(a) "BLOCK" means ten thousand or more Warrants or underlying common shares of
the Company.
(b) "BOARD" means the board of directors of the Company.
(c) "COMPANY ACT" means the COMPANY ACT (British Columbia), R.S.B.C. 1979,
chapter 59, as amended, or such other statute as the Company may exist
under from time to time.
(d) "MEETING" means a meeting of the shareholders of the Company duly called
in accordance with the terms of the Company Act.
(e) "PREFERRED SHARES" means the voting convertible preferred shares of the
Company.
(f) "SLATE" means the slate of directors proposed by the Chief Executive
Officer of the Company for election to the Board.
(g) "WARRANT INDENTURE" means the warrant indenture agreement dated as of the
date of this Agreement between the Company and Montreal Trust Company of
Canada.
(h) "WARRANTS" means the special warrants issued pursuant to the Warrant
Indenture and the Preferred Shares.
SECTION 2 - INTERPRETATION
2.1 GENDER/NUMBERS. Words importing the singular number only shall include the
plural and vice versa and words importing the use of any gender shall include
both genders.
2.2 HEADINGS. The article and section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
2.3 PROPER LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein.
2.4 RECLASSIFICATION OF SECURITIES. The provisions of this Agreement shall
apply, MUTATIS MUTANDIS, to the Warrants convertible into common shares of the
Company, or those common shares of the Company acquired upon the exercise of the
conversion right contained in the Warrant Indenture.
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SECTION 3 - EXERCISE OF VOTING POWER
3.1 EXERCISE OF VOTING POWER. Until termination of this Agreement under section
5.1, at any Meeting called for the purpose of electing directors of the Company,
each of the Shareholders shall vote or cause to be voted all voting shares of
the Company owned or controlled by him on the date of such meeting in favour of
the election of the Slate.
3.2 NOMINATIONS. If, in connection with any Meeting called for the purpose of
electing directors of the Company, management of the Company fails to nominate a
Slate, the Shareholders shall be entitled to nominate and vote for individuals
as they so choose.
SECTION 4 - TRANSFERS OF SHARES
4.1 ORDINARY COURSE SALES. Xxxxxx and Xxxx are free to sell any or all Warrants
or common shares of the Company acquired on conversion of the Warrants, provided
that, subject to section 4.2, in the event of a proposed sale by Xxxxxx or Xxxx
of any Block, Yorkton Securities or such other investment dealer as may be
designated by the Board from time to time will be afforded the first opportunity
to sell such Block. If Yorkton Securities (or any other such designated dealer)
cannot sell the Block on a timely basis and at a price acceptable to Xxxxxx or
Xxxx, as the case may be, Xxxxxx or Xxxx will be entitled, acting in good faith,
to conclude a sale to a third party provided that such sale is not to a person,
or one or more of a group of persons acting in concert, who is acquiring the
Block in connection with a takeover bid other than in the circumstances
described in sub-clause 4.2(b). If Xxxxxx or Xxxx does not provide Yorkton
Securities (or any other such designated dealer) with the first opportunity to
sell the Block, he will, as a condition of such sale to a third party, require
the third party purchaser to agree to be bound by the terms of this Agreement.
4.2 EXCLUDED SHARES.
(a) The Warrants, and the common shares of the Company issuable on the
conversion thereof, received by Xxxxxx and Xxxx on the date hereof and not
subject to the escrow agreement dated as of the date of this Agreement between,
among others, Hefner, Kerr, the Company and Montreal Trust Company of Canada,
shall not be subject to the selling restrictions contained in section 4.1.
(b) If a take-over bid or other offer is made generally to shareholders of
the Company by an arms-length third party for all or a portion of the common
shares of the Company, Xxxxxx and Xxxx will be free to tender to such bid or
offer any common shares owned by them and shall not be required to comply with
the selling restrictions contained in section 4.1.
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SECTION 5 - TERMINATION
5.1 TERMINATION. This Agreement shall terminate on the first to occur of any of
the following:
(a) the failure of the Company to appoint Xxxxx Xxxxx and Xxxxxx as
directors of the Company within 45 days of the date of this
Agreement;
(b) the failure of the Company to purchase and maintain during the term
of this Agreement directors and officers insurance coverage as
provided in Section 6.1(h) of the GHK Company Columbia Share
Purchase Agreement of July 26, 1996;
(c) Xxxxx Xxxxx and Xxxxxx are not included in a Slate or are not
elected as directors of the Company in any election of directors;
(d) any two of Xxxxxxxxx, Plewes or Xxxxxxxx are not included in a Slate
or are not elected as directors of the Company or cease to be
officers or directors of the Company;
(e) the Company issues an aggregate number of securities during any six
month period which is in excess of 25% of the outstanding share
capital of the Company at the beginning of such period and does not
obtain approval therefor from the shareholders of the Company; and
(f) July 19, 1998.
SECTION 6 - CLOSING CERTIFICATE
6.1 CLOSING CERTIFICATE. The obligations of the parties under this Agreement are
subject to the due execution and completion of a closing certificate by, or on
behalf of, INTER ALIA, the parties to this Agreement..
SECTION 7 - MISCELLANEOUS
7.1 AMENDMENT. The provisions of this Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated except by a written
instrument signed by all the parties hereto or their respective successors and
assigns.
7.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto will
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bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.
7.3 NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be for the
benefit of and shall not be enforceable by any person not a party hereto,
including, without limitation, any shareholders of the Company not parties
hereto.
7.4 SEVERABILITY. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
7.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same Agreement.
The parties have executed this Agreement.
SEVEN SEAS PETROLEUM INC.
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By:
Name:
Title:
XXXXXX X XXXXXX III
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THE GHK CORPORATION
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By:
Name:
Title:
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XXXXXX X. XXXX
By his agent
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XXXXXX X. XXXXXXXXX
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XXXXXX X. XXXXXX
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XXXXXXX X. XXXXXXXX
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