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Title: |
Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 27KB total |
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Price: |
$35 |
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ID: |
#393582 |
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AGREEMENT
AGREEMENT, dated as of September 7, 2000, between Salton, Inc., a
Delaware corporation (the "Company"), and George Foreman, an individual
("Foreman").
WITNESSETH
WHEREAS, the Company and George Foreman are parties to an agreement (the
"Foreman Agreement") dated July 1, 1999 pursuant to which the Company purchased
from Foreman certain trademarks and other property; and
WHEREAS, under the Agreement, Foreman has the right to receive four annual
cash installments of $20,000,000 each on the first, second, third and fourth
anniversary of the closing of the transactions contemplated by the Foreman
Agreement (the "Future Consideration"); and
WHEREAS, the parties desire to, among other things, amend the terms of the
Future Consideration to provide for the payment to Foreman on the date hereof of
shares of common stock, $.01 par value per share, of the Company (the "Common
Stock") valued at $20,000,000 in lieu of the second annual $20,000,000 cash
installment of the balance of the Purchase Price payable pursuant to Section
3(b) of the Foreman Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
1. Amendment.
(a) Notwithstanding Section 3(b) of the Foreman Agreement, the
parties hereto agree that, in lieu of the second installment of the balance
of the Purchase Price payable pursuant to Section 3(b) of the Foreman
Agreement, the Company shall issue the Foreman on the date hereof 546,075
shares of Common Stock:
(b) Except as specifically set forth in this Agreement, the terms
and provisions of the Foreman Agreement and the agreements contemplated
thereby (including, without limitation, the Trademark Security Agreement)
shall continue in full force and effect.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to Foreman as follows:
(a) Organization and Standing of the Company. The Company is a
corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.
(b) Authority. The Company has the requisite corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Company have been duly and validly authorized by all requisite corporate
proceedings on the part of the Company and do not require the approval or
consent of any stockholders of the
{PAGE} 2
Company. This Agreement has been duly executed and delivered by the Company
and is (assuming the due authorization, execution and delivery by Foreman)
a valid and binding agreement of the Company, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy and insolvency laws and by other laws affecting the rights of
creditors generally or by the availability of equitable remedies and except
as rights of indemnity or contribution may be limited by federal or state
securities or other laws or the public policy underlying such laws.
(c) Status of Shares. The Shares (as defined below) have been (or
will be) duly authorized by all necessary corporate action on the part of
the Company (no consent or approval of stockholders being required by law,
the Certificate of Incorporation of the Company, as amended and restated,
or its By-laws). The Shares, when delivered pursuant to this Agreement,
will be validly issued and outstanding, fully paid and nonassessable and
free and clear of any liens (other than those imposed by the securities
laws), and the issuance of such Shares is not and will not be subject to
preemptive or similar rights of any other stockholder of the Company. For
purposes of this Agreement, "Shares" shall mean the shares of Common Stock
issued to Foreman pursuant to this Agreement, and any additional shares of
Common Stock issued to Foreman in accordance with Section 4(e) of this
Agreement.
3. Representations and Warranties of Foreman. Foreman hereby represents
and warrants to the Company as follows:
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