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Exhibit 2(s)
STOCK TRANSFER AGREEMENT
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This Stock Transfer Agreement (this "Agreement") is made and entered into
as of Oct. 9, 1996, to be effective as of July 29, 1996, between Northern News
Company, a Michigan corporation ("Northern") and Xxxxxx X. Xxxxxx, Xx.
("Xxxxxx").
BACKGROUND INFORMATION
A. Pursuant to a certain Stock Purchase Agreement, dated January 10, 1996
(the "Purchase Agreement"), Northern agreed to purchase 79% of all of the issued
and outstanding capital stock of MacGregor News Agency, Inc., a Michigan
corporation ("MacGregor") from its then existing shareholders (the "Sellers"),
and Xxxxxx agreed to purchase the remaining 21% of the capital stock of
MacGregor from the Sellers.
B. The purchase of all of the issued and outstanding capital stock of
MacGregor (the "MacGregor Stock") has been completed, and all of the issued and
outstanding MacGregor Stock currently is owned 79% by Northern and 21% by
Xxxxxx.
C. Northern and United Magazine Company, an Ohio corporation ("Unimag")
have now entered into a certain Asset Transfer and Exchange Agreement, dated
August 30, 1996, to be effective as of July 29, 1996 (the "Unimag Agreement"),
pursuant to which Northern has agreed to transfer, convey and contribute certain
of Northern's business operations and assets (including Northern's MacGregor
Stock) to Unimag and to cause Xxxxxx to transfer and convey to Unimag Xxxxxx'x
MacGregor Stock.
STATEMENT OF AGREEMENT
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The parties to this Agreement (each a "Party", and collectively, the
"Parties") hereby acknowledge the accuracy of the above Background Information
and, in consideration of the representations, warranties, covenants and
agreements set forth in this Agreement, the Parties agree as follows:
1. DEPOSIT OF MACGREGOR STOCK. On or before September ___, 1996, whenever
directed by Northern, Xxxxxx shall deliver to Xxxxx & Xxxxxxxxx (as the Escrow
Agent designated by the parties to the Unimag Agreement) all certificates
evidencing all of the MacGregor Stock owned by Xxxxxx, endorsed for transfer to
Unimag. At or prior to such deposit by Xxxxxx, Northern also shall have
deposited with the Escrow Agent all certificates evidencing all of the MacGregor
Stock owned by Northern, endorsed for transfer to Unimag.
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2. TRANSFER TO UNIMAG. At the closing of the conveyances (the "Exchange")
under the Unimag Agreement, Northern is hereby authorized and directed to cause
the Escrow Agent to deliver to Unimag the certificates for all of the MacGregor
Stock owned by Xxxxxx at the same time as the Escrow Agent delivers to Unimag
the certificates for all of the MacGregor Stock owned by Northern. Upon the
completion of such closing of the Exchange (the "Closing"), the transfers to
Unimag of the MacGregor Stock owned by both Northern and Xxxxxx shall constitute
transfers to Unimag of all of the right, title and interest of each Party in and
to such MacGregor Stock, free and clear of all claims, liens and encumbrances
except for the amounts remaining due from Northern and Xxxxxx to the Sellers,
including interest accrued thereon (collectively, the "Purchase Money
Obligations"), and Northern shall cause Unimag to assume and agree to pay said
Purchase Money Obligations.
3. CLOSING. Upon completion of the Closing and the transfers to Unimag of
all of the MacGregor Stock in accordance with Section 2, this Agreement shall
constitute and operate automatically as an agreement on the part of Northern to
indemnify and save harmless Xxxxxx with respect to any and all liability (a) to
the Sellers, Northern or any other person with respect to the Purchase Money
Obligations; and (b) to Unimag or any other person with respect to claims, if
any, subsequently made by Unimag or any other person in connection with the
MacGregor Stock conveyed to Unimag by Xxxxxx (except for any claims by Northern
arising out of any breach by Xxxxxx of the representations and warranties set
forth in this Agreement). In addition, within ten days after completion of the
Closing, Northern shall pay to Xxxxxx cash in the amount of $10.00.
4. FAILURE TO CLOSE. If the Closing fails to occur for any reason, Northern
shall cause the Escrow Agent to deliver to Xxxxxx the certificates for all of
the MacGregor Stock owned by Xxxxxx at the same time as Northern directs the
Escrow Agent to return to Northern the certificates for all of the MacGregor
Stock owned by Northern. Upon any such return of the MacGregor Stock to the
Parties, this Agreement shall terminate and shall have no continuing force or
effect.
5. REPRESENTATIONS AND WARRANTIES. In order to induce the execution,
delivery and performance of this Agreement, Northern hereby represents and
warrants to Xxxxxx (with respect to the statements by Northern contained in this
Section 5), and Xxxxxx hereby represents and warrants to Northern (with respect
to the statements of Xxxxxx contained in this Section 5), that all of said
statements are true, correct and complete:
(a) BY NORTHERN. Northern has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement and to consummate
the transactions contemplated by this Agreement. This Agreement
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and the transactions contemplated by this Agreement have been duly and validly
authorized by all necessary corporate action on the part of Northern. This
Agreement has been duly executed and delivered by Northern and constitutes the
legal, valid, and binding obligation of Northern, enforceable against Northern
in accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, or other similar laws from time to time
in effect which may affect the enforcement of creditors' rights in general; and
(ii) general principles of equity.
(b) BY XXXXXX. All of the MacGregor Stock owned by Xxxxxx is owned by him
free and clear of all claims, liens and encumbrances, except for the Purchase
Money Obligations. Xxxxxx has the full and unrestricted right, power and
capacity to enter into this Agreement without the consent or approval of any
other person. This Agreement has been duly executed and delivered by Xxxxxx and
constitutes the legal, valid, and binding obligation of Xxxxxx, enforceable
against him in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, or other similar laws from
time to time in effect which may affect the enforcement of creditors' rights in
general; and (ii) general principles of equity.
6. SURVIVAL. The provisions of Sections 2, 3 and 5 of this Agreement shall
survive the Closing and the transfer of the MacGregor Stock to Unimag.
In Witness Whereof, the Parties have executed this Agreement, intending to
be legally bound, as of the day and year first above written.
NORTHERN NEWS COMPANY
/s/ Xxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxxxxx
Its: Treasurer
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
