AVD » Topics » GENERAL

This excerpt taken from the AVD DEF 14A filed May 5, 2009.

GENERAL

This statement is furnished in connection with the Annual Meeting of Stockholders of American Vanguard Corporation to be held at the Fairmont Hotel, 4500 MacArthur Boulevard, Newport Beach, California, at 11:00 a.m. local time on June 5, 2009. Stockholders of record at the close of business on May 1, 2009, will be entitled to vote at the meeting.

Proxies are being solicited by the Board of Directors of the Company (the “Board”). The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies otherwise than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the enclosed proxy is executed and returned (or otherwise voted by means of the Internet or telephone, as indicated on the proxy card),, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted “FOR” the election of each nominee for director as set forth in this Proxy Statement, “FOR” the proposal to ratify the appointment of BDO Seidman, LLP as independent auditors for 2009, and in the Board’s discretion as to other matters that may properly come before the Annual Meeting.

Any stockholder has the power to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by (i) filing with the Company’s Secretary written revocation of his or her proxy, (ii) giving a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting will not in itself revoke his or her proxy. This Proxy Statement is being mailed to stockholders on or about May 6, 2009.

This excerpt taken from the AVD DEF 14A filed May 8, 2008.

GENERAL

This statement is furnished in connection with the Annual Meeting of Stockholders of American Vanguard Corporation (the “Company”) to be held at the Fairmont Newport Beach, 4500 MacArthur Boulevard, Newport Beach, California, at 11:00 a.m. local time on June 6, 2008. Stockholders of record at the close of business on May 2, 2008, will be entitled to vote at the meeting.

Proxies are being solicited by the Board of Directors of the Company (the “Board”). The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies otherwise than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the enclosed proxy is executed and returned, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted “FOR” the election of each nominee for director as set forth in this Proxy Statement, “FOR” the proposal to ratify the appointment of BDO Seidman, LLP as independent accountants for 2007, and in the Board’s discretion as to other matters that may properly come before the Annual Meeting.

Any stockholder has the power to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by (i) filing with the Company’s Secretary written revocation of his or her proxy, (ii) giving a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting will not in itself revoke his or her proxy. This Proxy Statement is being mailed to stockholders on or about May 7, 2008.

These excerpts taken from the AVD 10-K filed Mar 17, 2008.

ARTICLE 15 – GENERAL

15.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California, without regard to such states choice of law principles or rules. Any action to enforce the terms of this Agreement, or arising out of the subject matter of this Agreement, shall be brought in the State of California.

15.2 Arbitration. Any matter that arises involving the performance or interpretaton of this Agreement that the Parties are unable to settle by mutual agreement, and in any case in which this Agreement provides for the adjustments or determinations by mutual agreement of the Parties and the Parties are unable to reach a mutually satisfactory agreement within a reasonable time, shall be settled and determined by an Arbitrator to be chosen by mutual agreement between the Parties. The arbitration proceeding shall be conducted in accordance with the prevailing rules and regulations of the American Arbitration Association.

 

- 26 -


15.3 Entire Agreement. This Agreement (including the Schedules attached hereto) contains the entire agreement between VALENT and PURCHASER and supersedes and merges all pre-existing agreements between VALENT and PURCHASER representing its subject matter (with the express exception of the Confidentiality Agreement dated July 27, 2007 which is hereby confirmed by the Parties in all respects and incorporated by reference to the same degree as if expressly set forth herein). Any prior representations, warranties, promises or conditions whether the same be oral or written, express or implied, in connection with the subject matter which are not incorporated by the terms of this Agreement shall not be binding upon either Party, and this Agreement is executed and delivered on the basis of this understanding.

15.4 Amendment. Neither Party shall be bound by amendment, modification or rescission of any provisions hereof unless such amendment, modification or rescission is in writing, signed by the other Party, and specifically refers to the provisions of this Agreement which it purports to amend, modify or rescind.

15.5 Waiver. No waiver of any breach of any term or condition of this Agreement shall be deemed a waiver of any other terms or conditions herein or of a repeated similar breach.

15.6 Assignment. This Agreement shall not be assigned without the prior written consent of the other Party; provided that either Party may unilaterally assign all or any of its rights under this Agreement to any affiliate or subsidiary without prior consent.

15.7 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect.

15.8 Gender and Number. Where the context requires, the use of a pronoun of one gender or the neuter is to be deemed to include a pronoun of the appropriate gender, singular words are to be deemed to include the plural, and vice versa.

15.9 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

 

- 27 -


15.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Signature page on next page]

 

- 28 -


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the Effective Date first set forth above.

 

PURCHASER     VALENT U.S.A. CORPORATION
By:         By:    
Name:   Eric G. Wintemute     Name:   Trevor Thorley
Title:   President & CEO     Title:   President & COO
Date:       Date:  
By:         By:    
Name:   Timothy J. Donnelly     Name:   Robin M. Demouth
Title:   Vice President & General Counsel     Title:   Vice President, General Counsel, Secretary and Treasurer
Date:       Date:  

ARTICLE 15 – GENERAL

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">15.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California, without regard to
such states choice of law principles or rules. Any action to enforce the terms of this Agreement, or arising out of the subject matter of this Agreement, shall be brought in the State of California.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">15.2 Arbitration. Any matter that arises involving the performance or interpretaton of this Agreement that the Parties are unable to settle by
mutual agreement, and in any case in which this Agreement provides for the adjustments or determinations by mutual agreement of the Parties and the Parties are unable to reach a mutually satisfactory agreement within a reasonable time, shall be
settled and determined by an Arbitrator to be chosen by mutual agreement between the Parties. The arbitration proceeding shall be conducted in accordance with the prevailing rules and regulations of the American Arbitration Association.


 


- 26 -








15.3 Entire Agreement. This Agreement (including the Schedules attached hereto) contains the
entire agreement between VALENT and PURCHASER and supersedes and merges all pre-existing agreements between VALENT and PURCHASER representing its subject matter (with the express exception of the Confidentiality Agreement dated July 27, 2007
which is hereby confirmed by the Parties in all respects and incorporated by reference to the same degree as if expressly set forth herein). Any prior representations, warranties, promises or conditions whether the same be oral or written, express
or implied, in connection with the subject matter which are not incorporated by the terms of this Agreement shall not be binding upon either Party, and this Agreement is executed and delivered on the basis of this understanding.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">15.4 Amendment. Neither Party shall be bound by amendment, modification or rescission of any provisions hereof unless such amendment, modification
or rescission is in writing, signed by the other Party, and specifically refers to the provisions of this Agreement which it purports to amend, modify or rescind.

FACE="Times New Roman" SIZE="2">15.5 Waiver. No waiver of any breach of any term or condition of this Agreement shall be deemed a waiver of any other terms or conditions herein or of a repeated similar breach.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">15.6 Assignment. This Agreement shall not be assigned without the prior written consent of the other Party; provided that either Party may
unilaterally assign all or any of its rights under this Agreement to any affiliate or subsidiary without prior consent.

15.7
Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">15.8 Gender and Number. Where the context requires, the use of a pronoun of one gender or the neuter is to be deemed to include a pronoun of the
appropriate gender, singular words are to be deemed to include the plural, and vice versa.

15.9 Descriptive Headings. The
descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

 


- 27 -








15.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Signature page on next page]

 


- 28 -








IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the
Effective Date first set forth above.

 




























































































































PURCHASER  VALENT U.S.A. CORPORATION
By:    By:  
Name: Eric G. Wintemute  Name: Trevor Thorley
Title: President & CEO  Title: President & COO
Date:   Date: 
By:    By:  
Name: Timothy J. Donnelly  Name: Robin M. Demouth
Title: Vice President & General Counsel  Title: Vice President, General Counsel, Secretary and Treasurer
Date:   Date: 





EX-10.11
5
dex1011.htm
LEASE BY AND BETWEEN BASF CORP. AND AMVAC CORP.


Lease by and between BASF Corp. and AMVAC Corp.



This excerpt taken from the AVD DEF 14A filed May 16, 2007.

GENERAL

This statement is furnished in connection with the Annual Meeting of Stockholders of American Vanguard Corporation (the “Company”) to be held at the Fairmont Newport Beach, 4500 MacArthur Boulevard, Newport Beach, California, at 11:00 a.m. local time on June 7, 2007. Stockholders of record at the close of business on May 4, 2007 will be entitled to vote at the meeting.

Proxies are being solicited by the Board of Directors of the Company (the “Board”). The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies otherwise than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the enclosed proxy is executed and returned, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted “FOR” the election of each nominee for director as set forth in this Proxy Statement, “FOR” the proposal to ratify the appointment of BDO Seidman, LLP as independent accountants for 2007, and in the Board’s discretion as to other matters that may properly come before the Annual Meeting.

Any stockholder has the power to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by (i) filing with the Company’s Secretary written revocation of his or her proxy, (ii) giving a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting will not in itself revoke his or her proxy. This Proxy Statement is being mailed to stockholders on or about May 15, 2007.

This excerpt taken from the AVD DEF 14A filed May 15, 2006.

GENERAL

This statement is furnished in connection with the Annual Meeting of Stockholders of American Vanguard Corporation (the “Company”) to be held at the Fairmont Newport Beach, 4500 MacArthur Boulevard, Newport Beach, California, at 11:00 a.m. local time on June 8, 2006. Stockholders of record at the close of business on May 5, 2006 will be entitled to vote at the meeting.

Proxies are being solicited by the Board of Directors of the Company (the “Board”). The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies otherwise than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the enclosed proxy is executed and returned, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted “FOR” the election of each nominee for director as set forth in this Proxy Statement, “FOR” the proposal to ratify the appointment of BDO Seidman, LLP as independent accountants for 2006, and in the Board’s discretion as to other matters that may properly come before the Annual Meeting.

Any stockholder has the power to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by (i) filing with the Company’s Secretary written revocation of his or her proxy, (ii) giving a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting will not in itself revoke his or her proxy. This Proxy Statement is being mailed to stockholders on or about May 12, 2006.

This excerpt taken from the AVD DEF 14A filed May 19, 2005.

GENERAL

 

This statement is furnished in connection with the Annual Meeting of Stockholders of American Vanguard Corporation (the “Company”) to be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California, at 11:00 a.m. local time on June 9, 2005. Stockholders of record at the close of business on May 6, 2005 will be entitled to vote at the meeting.

 

Proxies are being solicited by the Board of Directors of the Company (the “Board”). The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies otherwise than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the enclosed proxy is executed and returned, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted “FOR” the election of each nominee for director as set forth in this Proxy Statement, “FOR” the proposal to ratify the appointment of BDO Seidman, LLP as independent accountants for 2005, “FOR” the proposal to approve the Amended and Restated 1994 Stock Incentive Plan and in the Board’s discretion as to other matters that may properly come before the Annual Meeting.

 

Any stockholder has the power to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by (i) filing with the Company’s Secretary written revocation of his or her proxy, (ii) giving a duly executed proxy bearing a later date, or (iii) voting in person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting will not in itself revoke his or her proxy. This Proxy Statement is being mailed to stockholders on or about May 18, 2005.

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki