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a. defaults in making payments on this Note
when due;
b fails to timely pay any other
indebtedness owed to this Lender;
c. dies or becomes incompetent;
d. creates, without express written
permission of the Lender, a second
security interest or lien upon any
collateral securing this note;
e. if not an individual, is dissolved or is
a party to any merger or consolidation
or sells or otherwise disposes of all or
substantially all of its assets without
written consent of the Lender;
f. becomes insolvent or files for
protection under any jurisdictional law
relating to bankruptcy, debtor relief,
or reorganization.
The purchasers were personally liable on the S/S/S note.
The S/S/S note was secured by (1) a first security interest in
the acquired assets, and (2) an assignment of all the issued and
outstanding stock of SPC-FL.
Organization of SPC-FL
SPC-FL was incorporated on August 8, 1990. The total
capital investment in SPC-FL was $10,000, consisting of capital
stock issued at $1,000 to its shareholders and paid-in capital of
$9,000. Following incorporation, SPC-FL was owned by the
purchasers (sometimes also referred to as the SPC-FL
shareholders) in the following proportions:
Patricia M. Spencer 50%
Joseph T. Schroeder 25%
Sheryl S. Schroeder 20%
Lewis E. Smith, Jr. 15%
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