EXHIBIT 10.1
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CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT ( the "AGREEMENT") is being executed
and delivered as of this 13th day of July, 2000 by and among Jalo
Paananen, Elmar Paananen, Annamari Jukko and Topi Paananen, individual
residents of the Republic of Finland (each a "FINLAND HOLDER" and,
collectively, the "FINLAND HOLDERS"), Eimo Oyj, a company organized
under the laws of the Republic of Finland ("PARENT"), and Triple S
Plastics, Inc., a Michigan corporation (the "COMPANY").
Reference is hereby made to the Agreement and Plan of Merger,
dated as of July 13, 2000 (the "MERGER AGREEMENT"), among the Company,
Parent, and Spartan Acquisition Corp., a Michigan corporation and a
wholly-owned subsidiary of Parent (the "MERGER SUB"). All capitalized
terms used herein but not separately defined shall have the meanings
assigned to them in the Merger Agreement. Reference is hereby further
made to the form of Lock-Up Agreement attached as Exhibit 1.6(e) to
the Merger Agreement (the "LOCK-UP AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Merger Agreement provides for the acquisition by
Parent of all of the issued and outstanding Shares of the Company
through the merger of Merger Sub with and into the Company, upon the
terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, each Finland Holder is the beneficial owner of that
number of Series K Shares of Parent set forth in Exhibit A attached
hereto; and
WHEREAS, as an inducement and a condition to the Company's
entering into the Merger Agreement, the Company has required that the
Finland Holders agree, and the Finland Holders have agreed, to cause
all of their Series K Shares to be converted into Parent Ordinary
Shares on a one-for-one basis, such conversion to be conditioned upon
and effective as of the occurrence of the Effective Time;
NOW, THEREFORE, the undersigned hereby agree as follows:
1. CONVERSION OF SERIES K SHARES. As permitted under the terms
of Article 4 of Parent's Articles of Association ("ARTICLE 4"), each
of the Finland Holders shall as promptly as practicable send a written
demand to Parent (each, a "CONVERSION DEMAND") requiring that Parent
effect the conversion of the Series K Shares held by such Finland
Holder into Parent Ordinary Shares on a one-for-one basis (i.e., each
Series K Share shall be converted into one Series A Share), such
conversion to be effective as of the Effective Time under the Merger
Agreement. Each Conversion Demand shall be in the form and shall
contain all information required by Article 4 and applicable Finnish
law. Promptly following receipt of the Conversion Demands, Parent
shall prepare an application to the Trade Register for Parent (the
"REGISTER APPLICATION") requesting the conversion of Series K Shares
subject to the Conversion Demands into Parent Ordinary Shares on a
one-for-one basis. On or immediately following the Closing Date,
Parent shall cause the Register Application to be filed with the Trade
Register for Parent and request that the Trade Register effect such
conversion as soon as possible under applicable Finnish law.
2. TERM. This Agreement shall terminate and be of no further
force or effect automatically upon any termination of the Merger
Agreement.
3. REPRESENTATIONS AND WARRANTIES. Each of Finland Holders
hereby represents and warrants, as of the date hereof, to the Company
and Parent as follows:
(a) AUTHORIZATION; VALIDITY OF AGREEMENT. Such Finland
Holder has full power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the Finland
Holder and, assuming due and valid authorization, execution and
delivery thereof by Parent and the Company, this Agreement is a valid
and binding obligation of the Finland Holder enforceable against the
Finland Holder in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium and other similar laws relating to
creditors' rights and general principles of equity.
(b) CONSENTS AND APPROVALS; NO VIOLATIONS. None of the
execution, delivery or performance of this Agreement by the Finland
Holder or the consummation by the Finland Holder of the transactions
contemplated hereby will (i) other than the filing with the Trade
Register of Parent described herein, require any filing with, or
permit, authorization, consent or approval of, any Governmental
Entity, or (ii) violate any Order, statute, rule or regulation
applicable to the Finland Holder. There are no third party consents or
approvals required to be obtained by any Finland Holder prior to the
consummation of the transactions contemplated hereby.
(c) SHARE OWNERSHIP. Each of the Finland Holders owns all
right, title and interest in and to that number of the Series K Shares
set forth opposite its name on Exhibit A hereto, and such Series K
Shares collectively represent all of the Series K Shares issued and
outstanding. Other than the Series K Shares set forth on such Exhibit
A, no Series K Shares are issued or outstanding.
4. RELIANCE. The Finland Holders understand and acknowledge
that the Company is entering into the Merger Agreement in reliance
upon the Finland Holders execution and delivery of this Conversion
Agreement and the consummation of the transactions contemplated by
this Conversion Agreement.
5. SPECIFIC PERFORMANCE. Each of the Finland Holders
recognizes and acknowledges that a breach by it of any covenants or
agreements contained in this Conversion Agreement will cause the
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Company to sustain damages for which it would not have an adequate
remedy at law for money damages, and therefor in the event of any such
breach the Company shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled at law or in equity. All rights, powers and remedies
provided under this Conversion Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise of any by the Company shall not preclude
the simultaneous or later exercise of any other such right, power or
remedy by it.
6. FURTHER ASSURANCES. From time to time, at the Company's
request and without further consideration, each of the undersigned
shareholders shall execute and deliver such additional documents and
take all such further lawful action as may be reasonably necessary or
desirable to consummate and make effective in the most expeditious
manner practicable, the transactions contemplated by this Conversion
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
EIMO OYJ
By: /s/ Elmar Paananen
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Name: Elmar Paananen
Title: Executive Vice Chairman
TRIPLE S PLASTICS, INC.
By: /s/ A. Cristian Schauer
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Name: A. Christian Schauer
Title: Chief Executive Officer
FINLAND HOLDERS:
/s/ Jalo Pannanen
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Jalo Pannanen
/s/ Elmar Paananen
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Elmar Paananen
/s/ Annamari Jukko
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Annamari Jukko
/s/ Topi Paananen
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Topi Paananen
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