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Subscribers | 2004 |
Securities Purchase and Tender
Securities Purchase and Tender (27K)
Doc #925638: Click preview link for longer preview.
SECURITIES PURCHASE AND TENDER
AGREEMENT Securities Purchase and Tender
Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which
are set forth in Schedule I to this Agreement. The Affiliate Group are . . .
925638
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Eagle Supply
As referenced in this Securities Purchase and Tender:
Eagle Supply Group, Inc – their respective affiliates (collectively, the “Affiliate Group”), the names of each of which
are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc ., a Delaware corporation (the “Company”), and are each referred to herein as a
“Stockholder”, and collectively as the “Stockholders.” RECITALS WHEREAS, the Stockholders
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EAGLE SUPPLY GROUP, INC – Company or the transfer agent for the Company to place the applicable legend set forth below on any and all certificates evidencing the Shares:
THE SHARES OF COMMON STOCK OF EAGLE SUPPLY GROUP, INC . REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCKHOLDER AGREEMENT, DATED AS OF AUGUST , 2004, BY AND AMONG GULFSIDE SUPPLY, INC, GULFCO
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EAGLE SUPPLY GROUP, INC – AS OF AUGUST , 2004, BY AND AMONG GULFSIDE SUPPLY, INC, GULFCO ACQUISITION, INC. AND CERTAIN
STOCKHOLDERS OF EAGLE SUPPLY GROUP, NC. ANY TRANSFER OF SUCH SHARES OF COMMON STOCK OF EAGLE SUPPLY GROUP, INC . IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER. Section 5. Voting Arrangements. (a) Each Stockholder agrees that,
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Eagle Supply Group, Inc – the following addresses (or at such other address for a party as shall be specified by like notice): If to any of the Stockholders, addressed to such Stockholder, care of Eagle Supply Group, Inc . at the following address: Eagle Supply Group, Inc. 122 East 42nd Street,
Suite 1618 New York, New York 10168 Telecopy Number: (212) 972-0326 Attention: Douglas P. Fields, Chief
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Eagle Supply Group, Inc – for a party as shall be specified by like notice): If to any of the Stockholders, addressed to such Stockholder, care of Eagle Supply Group, Inc. at the following address: Eagle Supply Group, Inc . 122 East 42nd Street,
Suite 1618 New York, New York 10168 Telecopy Number: (212) 972-0326 Attention: Douglas P. Fields, Chief Executive Officer
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with a copy to:
Carlton
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dt 1417323
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 Carlton Fields
As referenced in this Securities Purchase and Tender:
Carlton Fields – Group, Inc. 122 East 42nd Street,
Suite 1618 New York, New York 10168 Telecopy Number: (212) 972-0326 Attention: Douglas P. Fields, Chief Executive Officer
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with a copy to:
Carlton Fields , P.A. Corporate Center
Three at International Plaza 4221 W. Boy Scout Boulevard Tampa, Florida 33607-5736 Telecopy Number: (813) 229-4133 Attention: Richard A. Denmon, Esq. and If
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dt 1363364
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Fowler White
As referenced in this Securities Purchase and Tender:
Fowler White – to: Gulfside Supply, Inc. 501 N. Reo Street
Tampa, Florida 33609 Telephone Number: (813) 636-9808 Telecopy Number: (813) 207-0143 Attention: James R. Resch, President with a copy to: Fowler White Boggs Banker P.A. 501 E.
Kennedy Boulevard Suite 1700 Tampa, Florida 33602 Telecopy Number: (813) 228-9401 Attention: David C. Shobe, Esq. (b) Captions. The captions contained in
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dt 1388630
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| Preview
Subscribers | 2004 |
Securities Purchase and Tender Agreement
Securities Purchase and Tender Agreement (27K)
Doc #1683015: Click preview link for longer preview.
SECURITIES PURCHASE AND TENDER AGREEMENT
Securities Purchase and Tender Agreement (this �Agreement�), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the �Parent�), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the �Purchaser�), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the �Affiliate Group�), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a . . .
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Eagle Supply
As referenced in this Securities Purchase and Tender Agreement:
Eagle Supply Group, Inc – Andrews, and their respective affiliates (collectively, the Affiliate Group), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc ., a Delaware corporation (the Company), and are each referred to herein as a Stockholder, and collectively as the Stockholders.
RECITALS
WHEREAS, the Stockholders are, as of the date hereof,
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EAGLE SUPPLY GROUP, INC – Company or the transfer agent for the Company to place the applicable legend set forth below on any and all certificates evidencing the Shares:
THE SHARES OF COMMON STOCK OF EAGLE SUPPLY GROUP, INC . REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCKHOLDER AGREEMENT, DATED AS OF AUGUST , 2004, BY AND AMONG GULFSIDE SUPPLY, INC, GULFCO
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EAGLE SUPPLY GROUP, INC – AS OF AUGUST , 2004, BY AND AMONG GULFSIDE SUPPLY, INC, GULFCO ACQUISITION, INC. AND CERTAIN STOCKHOLDERS OF EAGLE SUPPLY GROUP, NC. ANY TRANSFER OF SUCH SHARES OF COMMON STOCK OF EAGLE SUPPLY GROUP, INC . IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
Section 5. Voting Arrangements.
(a) Each Stockholder agrees that,
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Eagle Supply Group, Inc – the following addresses (or at such other address for a party as shall be specified by like notice):
If to any of the Stockholders, addressed to such Stockholder, care of Eagle Supply Group, Inc . at the following address:
Eagle Supply Group, Inc.
122 East 42nd Street, Suite 1618
New York, New York 10168
Telecopy Number: (212) 972-0326
Attention: Douglas P. Fields, Chief
_____________
Eagle Supply Group, Inc – for a party as shall be specified by like notice):
If to any of the Stockholders, addressed to such Stockholder, care of Eagle Supply Group, Inc. at the following address:
Eagle Supply Group, Inc .
122 East 42nd Street, Suite 1618
New York, New York 10168
Telecopy Number: (212) 972-0326
Attention: Douglas P. Fields, Chief Executive Officer
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with a copy to:
Carlton
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dt 1417326
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Carlton Fields
As referenced in this Securities Purchase and Tender Agreement:
Carlton Fields – Group, Inc.
122 East 42nd Street, Suite 1618
New York, New York 10168
Telecopy Number: (212) 972-0326
Attention: Douglas P. Fields, Chief Executive Officer
6
with a copy to:
Carlton Fields , P.A.
Corporate Center Three at International Plaza
4221 W. Boy Scout Boulevard
Tampa, Florida 33607-5736
Telecopy Number: (813) 229-4133
Attention: Richard A. Denmon, Esq.
and
If
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dt 1363374
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Fowler White
As referenced in this Securities Purchase and Tender Agreement:
Fowler White – to:
Gulfside Supply, Inc.
501 N. Reo Street
Tampa, Florida 33609
Telephone Number: (813) 636-9808
Telecopy Number: (813) 207-0143
Attention: James R. Resch, President
with a copy to:
Fowler White Boggs Banker P.A.
501 E. Kennedy Boulevard
Suite 1700
Tampa, Florida 33602
Telecopy Number: (813) 228-9401
Attention: David C. Shobe, Esq.
(b) Captions. The captions contained in
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dt 1388639
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