STOCK PURCHASE AGREEMENT
Agreement, dated as of this 11th day of November, 1997, by and among
Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxx ("Xxxx" and together with Xxxxxx,
the "Buyers") and Limited Direct Associates, L.P., a Delaware limited
partnership (the "Seller").
R E C I T A L S :
A. The Seller is the record and beneficial owner of an aggregate of
854,319 shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. The Buyers have agreed to buy, and the Seller has agreed to sell,
the Shares, subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants
and conditions herein contained, the Seller and the Buyers hereby agree as
follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, the Seller hereby
agrees to transfer and sell to the Buyers, and each Buyer, severally and not
jointly, hereby agrees to purchase from the Seller, that number of Shares set
forth opposite such Seller's name in Schedule A hereto at a purchase price of
$.45 per Share.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated
hereunder (the "Closing") shall take place at the offices of Fulbright &
Xxxxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX at 10:00 A.M. on December 3,
1997 (the "Closing Date"), or at such other time and place as may be mutually
agreed upon in writing by the parties. At the Closing (i) each of Xxxxxx and
Xxxx shall deliver to the Seller a certified or official bank check payable to
the order of the Seller in the amount of the purchase price for the Shares being
purchased by him and (ii) the Seller will deliver to the Buyers one or more
stock certificates representing the Shares purchased by the
Buyers from the Seller as set forth herein, with stock powers duly endorsed in
blank attached thereto, and shall take all such further actions as may
reasonably be requested by the Company's transfer agent in connection with the
issuance to the Buyers of a certificate or certificates, registered in the name
of such Buyers, representing the Shares being acquired by such Buyer. The Shares
shall be transferred by the Seller to the Buyers free and clear of any and all
Encumbrances (as hereinafter defined), provided that the Buyers will purchase
and affix to the stock certificates all requisite stock transfer tax stamps and
will be entitled to all rebates of such stock transfer taxes.
ARTICLE THREE
(Certain Representations and Warranties of the Seller)
The Seller hereby represents and warrants to, and covenants with,
the Buyers that:
3.1 Authorization; Compliance. All necessary action has been taken
by Seller to authorize the execution, delivery and performance of this Agreement
by Seller. The execution, delivery and performance by the Seller of this
Agreement and the sale and delivery of the Shares by the Seller will not
violate, conflict with or result in a breach of any agreement or other document
or undertaking to which the Seller is a party or by which the Seller is bound or
violate any law, regulation, order, writ, injunction or decree of any court or
administrative or governmental body by which the Seller is bound.
3.2 Unencumbered Title. The Seller is the sole record and
beneficial owner of the Shares to be transferred to the Buyers. The Shares are
not subject to any lien, claim, restriction or encumbrance or to any option or
right (collectively, "Encumbrances") that restricts the Seller from transferring
good and marketable title to the Shares to the Buyers, free and clear of any
Encumbrances.
3.3 Opportunity to Ask Questions. Seller has been given the
opportunity to ask questions of and to receive answers from the Company
regarding the business, results of operations, financial condition, prospects or
other affairs of the Company and to obtain such other information as Seller
desired in order to evaluate Seller's decision to sell the Shares.
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ARTICLE FOUR
(Certain Representations and Warranties of the Buyers)
Each Buyer, severally and not jointly, represents and warrants to
the Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be
purchased by him for investment for his own account and not with the view to, or
for resale in connection with, any distribution thereof. He is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"), and has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Shares. He understands that the Shares have not
been registered under the Securities Act or under the securities laws of any
state and, therefore, cannot be resold unless so registered or unless an
exemption from registration is available. The stock certificates will bear a
legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the
business, results of operations, financial condition, prospects and other
affairs of the Company. He acknowledges that in connection with his purchase of
Shares hereunder, neither the Company, the Seller nor anyone acting on its
behalf or any other person has made, and he is not relying upon, any
representations, warranties, statements or projections concerning the Company,
its present or projected results of operations, its prospects, its present or
future plans, its products, or the value of its shares or business or any other
matter in relation to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligations of the Buyers to purchase the Shares is subject
to the fulfillment of each of the following conditions:
(a) The representations and warranties of the Seller contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of the Seller to consummate the sale of the
Shares are subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of each Buyer contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the
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Closing, and each Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by such
Buyer on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of New York as such laws are applied to agreements
between New York residents entered into and to be performed entirely within New
York.
6.2 Third Party Beneficiary. In permitting the transfer of the
Shares hereunder, the Company may rely upon, and shall be a third party
beneficiary of, the representations and warranties of the Seller set forth in
Article Three hereof and the representations and warranties of the Buyers set
forth in Article Four hereof.
6.3 Survival, etc. The representations, warranties, covenants and
agreements made herein shall survive the execution and delivery of this
Agreement.
6.4 Successors and Assigns. This Agreement may not be assigned.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or
omission to exercise any right, power or remedy accruing upon any breach or
default under this Agreement shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver of any
provisions or conditions of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
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6.8 Additional Acts. The parties hereto agree to sign such
additional documents and to take such additional actions as may reasonably be
necessary of any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the date first written above.
LIMITED DIRECT ASSOCIATES, L.P.
By: Limited Direct, Inc., its
General Partner
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Vice President of Limited Direct, Inc.
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
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SCHEDULE A
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NUMBER OF SHARES
BUYER PURCHASED PURCHASE PRICE
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Xxxxxxx X. Xxxxxx 734,319 shares $330,443.55
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Xxxxxx X. Xxxx 120,000 shares $54,000.00
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TOTAL 854,319 shares $384,443.55
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