OPTION AGREEMENTOption Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Ontario
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Delaware
EXHIBIT 6 INCENTIVE OPTION AGREEMENT THIS AGREEMENT made as of the 16th day of June, 1997 B E T W E E N: SHAHROKH SEDAGHAT, an individual resident in Los Angeles, California (hereinafter called "Shawn") - and - CCL INDUSTRIES INC. a corporation...Incentive Option Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Delaware
EXHIBIT 4 MEMORANDUM OF AGREEMENT made as of the 16th day of June, 1997. B E T W E E N: SHAHROKH SEDAGHAT, of the City of Los Angeles, in the State of California, (hereinafter called the "Executive"),Memorandum of Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Delaware
EXHIBIT 7 NON-COMPETITION AGREEMENT made as of the 16th day of June, 1997. B E T W E E N: SHAPOUR SEDAGHAT, of the City of Los Angeles, in the State of California, (hereinafter called the "Founder"),Non-Competition Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Delaware
EXHIBIT 8 QUALIFICATION AND LISTING OF SHARES AGREEMENT QUALIFICATION AND LISTING OF SHARES AGREEMENT (the "Agreement") made June 16, 1997 between CCL Industries Inc., a corporation continued under the laws of Canada ("CCL"), and Shahrokh Sedaghat, an...Qualification and Listing of Shares Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products • Ontario
Mr. Shapour Sedaghat and Mrs. Pamela Sedaghat. You have not requested, and we therefore do not express, any opinion with respect to the consideration to be received in this Transaction by Mr. Shawn Sedaghat, Mr. Shapour Sedaghat, Mrs. Pamela Sedaghat...Merger Agreement • June 23rd, 1997 • Seda Specialty Packaging Corp • Miscellaneous plastics products
[LETTERHEAD OF CROWELL, WEEDON & CO.] June 16, 1997 The Board of Directors SEDA Specialty Packaging Corp. 2501 West Rosecrans Avenue Los Angeles, California 90059-3510 Gentlemen: SEDA Specialty Packaging Corp. ("SEDA" or the "Company"), CCL Industries Inc. ("CCL") and Seawolf Acquisition Corporation ("SEAWOLF"), an indirect wholly owned subsidiary of CCL, contemplate entering into a merger agreement (the "Merger Agreement") and certain related agreements providing for the acquisition of 100% of the Company's common stock and 100% of its outstanding options and warrants to purchase common stock of the Company by SEAWOLF, through a tender offer (the "Tender Offer") and subsequent merger of SEAWOLF into the Company (such merger, collectively with the Tender Offer, the "Transaction"), pursuant to which (a) the shareholders of the issued and outstanding shares of common stock (the "Common Shares") of SEDA, other than Mr. Shawn Sedaghat, would receive US$29.00 per share in cash, (b) the hold
