STOCK REDEMPTION AGREEMENT
Exhibit 10-i
THIS STOCK REDEMPTION AGREEMENT (“Agreement”), dated this 26th day of August, 2005, is between
Nordson Corporation, a corporation organized under the laws of the State of Ohio (“Nordson”), and
Xxxxxxx X. Xxxxxxxxx, as Trustee or co-Trustee (“Xxxxxxxxx”) of those certain trusts set forth in
Attachment A hereto (the “Nord Trusts”).
The parties agree as follows:
1. Purchase of Common Shares; Purchase Price. On the date hereof, Xxxxxxxxx, as
Trustee or Co-Trustee of the Nord Trusts, hereby agrees to sell to Nordson, and Nordson hereby
agrees to purchase from Xxxxxxxxx, 3,657,667 common shares of Nordson common stock (the “Purchased
Shares”) at an aggregate purchase price (the “Purchase Price”) of One Hundred Twenty-Four Million
Six Hundred Eighty Nine Thousand Eight Hundred Sixty Eight Dollars and Three Cents
($124,689,868.03) ($34.09 per share). On September 7, 2005 (the “Settlement Date”), Xxxxxxxxx will
arrange to deliver the Purchased Shares to Nordson’s Transfer Agent, National City Bank, Cleveland
(DTC # 9957) via DWAC (Deposit/Withdrawal At Custodian). The Purchase Price will be payable in
immediately available funds, as directed by Xxxxxxxxx, upon receipt of the Purchased Shares.
2. Representations and Warranties by Xxxxxxxxx. Xxxxxxxxx represents and warrants to
Nordson as follows: (i) the Nord Trusts have been duly created and are validly existing under
applicable state law; (ii) he has sufficient power and authority under the Nord Trusts and other
governing documents, each as amended to date, as trustee or co-trustee to execute and deliver this
Agreement and to perform all of his obligations under this Agreement; (iii) this Agreement is a
valid and binding obligation of Xxxxxxxxx and the Nord Trusts enforceable in accordance with its
terms, except to the extent that enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other similar laws relating to creditors’
rights generally and that the remedies of specific performance and injunctive or other equitable
relief are subject to equitable defenses and to the discretion of the court before which
proceedings may be brought; (iv) the Nord Trusts own the Purchased Shares and Xxxxxxxxx has the
right to transfer them to Nordson free and clear of any lien, pledge, encumbrance, or claim; (v)
neither the execution and delivery by Xxxxxxxxx of this Agreement or any document by which
Xxxxxxxxx sells the Purchased Shares nor compliance by Xxxxxxxxx with the terms and provisions
hereof or thereof will conflict with or result in a breach of any of the terms, conditions or
provisions of any judgment, order, injunction or ruling of any court or other governmental entity,
or any law, statute or regulation, to which Xxxxxxxxx or the Nord Trusts are subject, or any
agreement, contract or commitment to which Xxxxxxxxx is a party or to which the Nord Trusts are
subject; and (vi) other than required filings with the Securities and Exchange Commission after the
consummation of the transactions contemplated hereby, no notices, reports or other filings are
required to be made by Xxxxxxxxx with, nor are any consents, permits or approvals required to be
obtained by Xxxxxxxxx from any third person in connection with Xxxxxxxxx’x execution and delivery
of this Agreement or the consummation by Xxxxxxxxx of the transactions contemplated hereby.
3. Representations and Warranties by Nordson. Nordson represents and warrants to
Xxxxxxxxx as follows: (i) it is a corporation organized and duly existing under the laws of the
State of Ohio; (ii) it has sufficient power under its articles of incorporation, code of
regulations and other governing documents, each as amended to date, to execute
and deliver this Agreement and to perform all of its obligations under this Agreement; (iii) the
execution and delivery of this Agreement, and purchase of the Purchased Shares, has been approved
by its Board of Directors; (iv) no approval by its shareholders is necessary to authorize the
execution, delivery, or performance of this Agreement; (v) this Agreement is a valid and binding
obligation of Nordson enforceable in accordance with its terms, except to the extent that
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other similar laws relating to creditors’ rights generally and that the remedies of
specific performance and injunctive or other equitable relief are subject to equitable defenses and
to the discretion of the court before which proceedings may be brought; (vi) neither the execution
and delivery by Nordson of this Agreement nor compliance by Nordson with the terms and provisions
hereof will conflict with or result in a breach in any of the terms, conditions or provisions of
any judgment, order, injunction or ruling of any court or other governmental entity, or any law,
statute or regulation, to which Nordson is subject, or any agreement, contract or commitment to
which Nordson is a party or is subject; and (vii) no notices, reports or other filings are required
to be made by Nordson with, nor are any consents, permits or approvals required to be obtained by
Nordson from, any third person in connection with Nordson’s execution and delivery of this
Agreement or the consummation by Nordson of the transactions contemplated hereby.
4. Dividend. The parties hereto acknowledge and agree that the Nord Trusts shall
receive the dividend of 16.5 cents per share for the Purchased Shares which will be paid by Nordson
on September 20, 2005.
5. Waiver. Solely in connection with the transactions contemplated herein, Nordson
hereby waives all notices dated and other obligations imposed upon the Nord Trusts set forth in
Section 2 of that certain Agreement dated December 31, 1983, by and among Nordson, Xxxx X. Xxxx and
Xxxx X. Xxxx, individually; Xxxx X. Xxxx and Xxxx X. Xxxx, as trustees under the will of Xxxxxx X.
Xxxx; Xxxxxxx X. Xxxx, as trustee under an Agreement with Xxxxxx X. Xxxx dated December 29, 1961
and an Agreement with Xxxx X. Xxxx dated June 2, 1978; and The Nordson Foundation.
6. Miscellaneous. This Agreement represents the entire agreement on its subject
matter between the parties. This Agreement will be interpreted and enforced in accordance with the
laws of the State of Ohio. Jurisdiction and venue for any action or claim arising hereunder shall
lie exclusively in the Cuyahoga County, Ohio Court of Common Pleas or the federal district court
sitting in Cuyahoga County, Ohio, and each party irrevocably consents to the personal and subject
matter jurisdiction of said courts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, and all of which together shall constitute one and the same
instrument. The signature page of any counterpart, and facsimiles and photocopies thereof, may be
appended to any other counterpart and, when so appended, will constitute an original. The
provisions of this Agreement are distinct and severable and if any provision is held to be invalid
or unenforceable, such invalidity or unenforceability will not affect the validity or
enforceability of any other provision of this Agreement.
[SIGNATURE PAGE ATTACHED]
The parties have entered into this Agreement with effect as of August 26, 2005.
NORDSON CORPORATION | ||||
By: | ||||
Title: | ||||
Xxxxxxx X. Xxxxxxxxx, as Trustee of those certain trusts set forth on Attachment A. |
ATTACHMENT A
1.
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Xxxxxxx X. Xxxx Charitable Remainder Unitrust dated June 9, 1994 | |
2.
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Xxxx X. Xxxx Charitable Remainder Unitrust dated June 9, 1994 | |
3.
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Xxxx X. Xxxx Revocable Trust, dated July 6, 1994, as supplemented September 21, 1994 and November 18, 1994 | |
4.
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0000 Xxxx X. Xxxx Grandchild Trust No. 1 dated April 10, 1997 | |
5.
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0000 Xxxx X. Xxxx Grandchildren Trust dated September 8, 1997 | |
6.
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Xxxx X. Xxxx Trust FBO Xxxxx X. Xxxx dated June 2, 1987 | |
7.
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Xxxx X. Xxxx Trust FBO Xxxxx X. Xxxx dated June 2, 1987 | |
8.
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Xxxx X. Xxxx Trust FBO Xxxxxxxx X. Xxxxxxxx dated June 2, 1987 | |
9.
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Xxxx X. Xxxx Trust FBO Xxxx X. Xxxx dated June 2, 1987 | |
10.
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Xxxx X. Xxxx Trust FBO Xxxxxxx X. Xxxx dated June 2, 1987 | |
11.
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Xxxx X. Xxxx Trust Agreement FBO Xxxxx Xxxxxxx dated December 8, 1995 | |
12.
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2000 Irrevocable Trust Agreement of Xxxx X. Xxxx dated January 19, 2000 | |
13.
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2000 Charitable Remainder Trust No. 1 of Xxxx X. Xxxx dated January 19, 2000 | |
14.
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2000 Charitable Remainder Trust No. 2 of Xxxx X. Xxxx dated January 19, 2000 | |
15.
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2000 Charitable Remainder Trust No. 3 of Xxxx X. Xxxx dated January 19, 2000 | |
16.
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2000 Charitable Remainder Trust No. 4 of Xxxx X. Xxxx dated January 19, 2000 | |
17.
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2000 Charitable Remainder Trust No. 5 of Xxxx X. Xxxx dated January 19, 2000 | |
18.
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2000 Charitable Remainder Trust No. 6 of Xxxx X. Xxxx dated January 19, 2000 | |
19.
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2000 Charitable Remainder Trust No. 7 of Xxxx X. Xxxx dated January 19, 2000 | |
20.
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2000 Charitable Remainder Trust No. 8 of Xxxx X. Xxxx dated January 19, 2000 | |
21.
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2000 Charitable Remainder Trust No. 9 of Xxxx X. Xxxx dated January 19, 2000 | |
22.
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2000 Charitable Remainder Trust No. 10 of Xxxx X. Xxxx dated January 19, 2000 | |
23.
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2000 Charitable Remainder Trust No. 11 of Xxxx X. Xxxx dated January 19, 2000 | |
24.
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2000 Charitable Remainder Trust No. 12 of Xxxx X. Xxxx dated January 19, 2000 | |
25.
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2000 Charitable Remainder Trust No. 13 of Xxxx X. Xxxx dated January 19, 2000 | |
26.
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2000 Charitable Remainder Trust No. 14 of Xxxx X. Xxxx dated January 19, 2000 | |
27.
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2000 Charitable Remainder Trust No. 15 of Xxxx X. Xxxx dated January 19, 2000 | |
28.
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2000 Charitable Remainder Trust No. 16 of Xxxx X. Xxxx dated January 19, 2000 | |
29.
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2000 Charitable Remainder Trust No. 17 of Xxxx X. Xxxx dated January 19, 2000 | |
30.
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2000 Charitable Remainder Trust No. 18 of Xxxx X. Xxxx dated January 19, 2000 | |
31.
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2000 Charitable Remainder Trust No. 19 of Xxxx X. Xxxx dated January 19, 2000 | |
32.
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2000 Charitable Remainder Trust No. 20 of Xxxx X. Xxxx dated January 19, 2000 | |
33.
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Xxxx X. Xxxx Trust for Lineal Descendants FBO Xxxxxxx X. Xxxxxxx dated May 25, 1995 | |
34.
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Xxxx X. Xxxx Trust for Lineal Descendants FBO Xxxxxxxx X. Xxxxxxxx dated May 25, 1995 | |
35.
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Xxxx X. Xxxx Trust for Lineal Descendants FBO Xxxxx X. Xxxx dated May 25, 1995 | |
36.
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Xxxx X. Xxxx Trust for Lineal Descendants FBO Xxxx X. Xxxx dated May 25, 1995 | |
37.
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Xxxx X. Xxxx Trust for Lineal Descendants FBO Xxxxx X. Xxxx dated May 25, 1995 | |
38.
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Xxxx X. Xxxx Charitable Remainder Unitrust FBO Xxxx Xxxx and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995 | |
39.
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Xxxx X. Xxxx Charitable Remainder Unitrust FBO Xxxxx Xxxx and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995 | |
40.
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Xxxx X. Xxxx Charitable Remainder Unitrust FBO Xxxxx Xxxx and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995 | |
41.
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Xxxx X. Xxxx Charitable Remainder Unitrust FBO Xxxxxxxx Xxxxxxxx and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995 | |
42.
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Xxxx X. Xxxx Charitable Remainder Unitrust FBO Xxxxxxx X. Xxxxxxx and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995. |