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[BHC] and [William Becker] with respect to the redemption of the
[William Becker]’s stock by [BHC].” The promissory note also
contained the following provision:
The terms and conditions of the Redemption
Agreement are hereby incorporated into this Note. The
Maker shall have the right of offset against amounts
due and the right to defer or suspend payments due
under this Note based on any breach by the Holder of
the covenants contained in Section 6 of the Redemption
Agreement.
The transaction was further evidenced by a pledge and escrow
agreement which stated in part:
WHEREAS, BECKER HOLDING CORPORATION, by Agreement
dated March 15, 1991, has agreed to purchase from R.
WILLIAM BECKER at and for a purchase price of
$23,953,934.00 all of the Corporation’s common and
preferred stock owned by him; and
WHEREAS, a portion of the purchase price is
represented by a promissory note, (hereafter “NOTE”)
and the parties desire to secure payment of the same,
NOW, THEREFORE, in consideration of the payments,
covenants and promises set forth in the aforesaid
Agreement, and other good and valuable consideration,
it is agreed by and between BECKER HOLDING CORPORATION
* * * and R. WILLIAM BECKER * * * as follows:
1. The covenants, promises and agreements
set forth in the Stock Purchase Agreement of March
15, 1991, and in particular Paragraphs 6, 7, and 8
thereof, shall survive the closing and continue
binding upon the parties.
As with the redemption agreement, Mr. Neill also drafted
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Last modified: May 25, 2011