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the terms and provisions hereof, will result in the
creation or imposition of any lien, charge or encum-
brance upon any of the Stanford Shares, or conflict in
any way with the provisions of, or constitute a default
under, or require the consent of any other party to,
any loan agreement, indenture, mortgage, deed of trust,
agreement, or other instrument to which Stanford or the
Company is a party or by which it may be bound.
c. Neither the execution of this Agreement
nor consummation of the sale of the Stanford Shares
requires the approval or consent of any governmental
authority having any jurisdiction over the Company’s
business or of any party to any agreement with the
Company or Stanford, other than such consents as have
been previously obtained.
On September 13, 1991, Mr. Whitehead signed a promissory
note (promissory note), pursuant to which he agreed to pay Mr.
Stanford the principal amount of $178,000, plus interest in
accordance with that note, in exchange for Mr. Stanford’s 35,280
shares of Burien Nissan stock. The promissory note provided that
no principal payments were to be made under the note until the
so-called option closing date, which was the date on which Burien
Nissan completed its purchase pursuant to the option set forth in
the May 25, 1990 stock purchase agreement of the 61,200 remaining
Johnston shares of Burien Nissan stock. The promissory note
further provided: (1) On a date that was three years after the
option closing date, interest on the unpaid principal balance of
the note was to begin to accrue, and (2) on a date that was eight
years after the option closing date, the entire principal balance
under the note was due and payable in full.
On a date not disclosed by the record, the sale on September
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Last modified: May 25, 2011