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Fourth Modified Redemption Agreement

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STATE OF NORTH CAROLINA
FOURTH MODIFIED REDEMPTION AGREEMENT COUNTY OF MECKLENBURG


THIS FOURTH MODIFIED REDEMPTION AGREEMENT is dated September 14, 1994, by and between ROBERT S. SPEIZMAN (the "Stockholder") and SPEIZMAN INDUSTRIES, INC. (the "Company").


W I T N E S S E T H:


The parties hereto have previously entered into a Redemption Agreement dated May 31, 1974, that was mutually terminated by Agreement dated March 6, 1980, reinstated and modified by Modified Agreement dated April 14, 1987 and thereafter further modified by a Second Modified Redemption Agreement dated September 30, 1991, and by a Third Modified Redemption Agreement dated July 14, 1993 (all collectively known as the "Redemption Agreement"); and


The parties desire to further modify the Redemption Agreement in certain respects, mainly to reduce the amount to be set aside for the costs of transition and management upon the death of the Stockholder, to remove surplus language, and to restate the Agreement in its entirety, to enhance its readability;


NOW, THEREFORE, the restated Agreement reads as follows:


WHEREAS, the Stockholder owns a substantial portion of the outstanding common stock of the Company; and


WHEREAS, the Stockholder desires assurance that if he should pass away his Estate will have sufficient funds to pay estate and inheritance taxes and expenses incident to the transfer of his Estate; and


WHEREAS, it is in the interest of the Company and its stockholders that arrangements be made for redemption of all or a portion of the common stock of Stockholder in the event of his decease; and


WHEREAS, the Company has secured ordinary life insurance policies on the life of the Stockholder in the principal sum of $1,150,000, the proceeds of which are payable to the Company;


It is therefore agreed:


1. Purchase of Securities. Upon the decease of the Stockholder, the Company, upon written demand made by the legal representatives of the Estate of the Stockholder at any time within two (2) years after decease, will purchase all or a portion of the common stock of the Company owned by the Stockholder on the date of his death (the common stock being hereinafter referred to as the


Securities) in accordance with the terms and conditions hereinafter set forth.


2. Purchase Price. The "purchase price" for each share of common stock sold hereunder shall be equal to the fair market value per share less a discount of 5% from said fair market value. Said purchase price shall be determined as of the date the option granted the legal representatives of the Estate of the Stockholder is exercised by written notice to the Company under paragraph 1 hereof. For the purpose hereof, the term "fair market value" per share shall mean the last sale price in the over-the-counter market reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") on such date, or the last sale price reported on the NASDAQ National Market System on s
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