Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of August 14, 1998, by and between Xxxxxx Xxxxxx (the "Buyer") and TJS
Partners, L.P. (the "Seller").
BACKGROUND. The Buyer desires to purchase, and the Seller desires to
sell, 881,550 shares of common stock, par value $.01 per share of TransFinancial
Holdings, Inc., a Delaware corporation ("TFH") held by the Seller at the time of
the closing of this Agreement (the "Shares"). The parties desire that the
transaction be accomplished as stated herein, in accordance with their
respective representations, warranties, and agreements, subject to the
conditions contained herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants, representations,
warranties, and agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1. PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, free and clear of adverse claims, the Shares.
2. ESCROW. The Seller is concurrently delivering to Xxxxxxx Law Firm
P.C., a Nebraska professional corporation ("Escrowee"): (i) stock certificates
representing the Shares accompanied by stock powers executed in blank with
medallion signature guarantee (collectively, the "Certificates") and (ii) an
irrevocable proxy with respect to the Shares granting Buyer the sole right to
vote and give stockholder consent for the period from the date hereof until the
earlier of (y) the Closing or (z) the termination of this Agreement pursuant to
Section 5(c) hereof (the "Proxy"). Both the Certificates and the Proxy are to be
held in accordance with the terms of that certain Escrow Agreement dated as of
August 14, 1998 among the Buyer, the Seller and Escrowee (the "Escrow
Agreement").
3. PURCHASE PRICE. The purchase price of the Shares shall be
$8,044,143.75 (the "Purchase Price"), and shall be payable in cash by wire
transfer of immediately available funds to the Seller.
4. EXPENSES. At Closing (as defined in section 5), Buyer shall deliver
to Seller the sum of $200,000 (the "Expense Allowance") payable in cash by wire
transfer of immediately available funds for all expenses incurred by Seller in
connection with the transactions contemplated by this Agreement.
5. CLOSING.
(a) The closing (the "Closing") of the transactions
contemplated by this Agreement shall occur contemporaneously with the
payment by TFH to the Buyer for the resale of the Shares by Buyer to
TFH, as required pursuant to the terms of the Stock Purchase Agreement
dated as of August 14, 1998 by, and among TFH and the Buyer and the
other sellers thereunder (the "TFH Agreement").
(b) If the Closing is to occur prior to September 30, 1998,
Buyer shall provide to Seller two (2) business days prior notice of the
date of the Closing. In connection with the Closing, Buyer shall direct
TFH to make payment of the Purchase Price for the Shares and Expense
Allowance to Escrowee and, in accordance with the Escrow Agreement,
upon receipt of such payment, Escrowee shall deliver the Certificates
to the Buyer so that the transactions contemplated by the TFH Agreement
may be completed.
(c) The Buyer and the Seller agree that if the Closing shall
not have occurred by 5:30 p.m. New York time on September 30, 1998,
then this Agreement shall automatically terminate and become null and
void at the option of either party by giving notice to the other party,
and in such event, the Escrowee shall return to the Seller the
Certificates as soon as practicable thereafter.
6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to the Seller that Buyer has full right, power, and authority to
execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that it has provided Seller a true and
correct copy of the TFH Agreement. In addition, the execution and delivery of
this Agreement by the Buyer does not, and the performance of this Agreement by
the Buyer will not (i) violate or conflict with any existing law or any judgment
which is applicable to the Buyer, or (ii) conflict with, result in a breach of,
constitute a default under, result in acceleration of, create in any person the
right to accelerate, terminate, modify, or cancel, or require any notice under
any contract to which the Buyer is a party or by which he is otherwise bound.
Finally, this Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.
7. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to Buyer that Seller will transfer to Buyer valid and marketable
title to the Shares free and clear of all liens, claims, and encumbrances of any
kind of character. In addition, Seller has the full right, power, and authority
to execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that the execution and delivery of this
Agreement by Seller does not, and the performance of this Agreement by Seller
will not (i) violate or conflict with any existing law or any judgment that is
applicable to Seller, or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any person the right to
accelerate, terminate, modify, or cancel, or require any notice under the
limited partnership agreement, or other charter documents, or any securities of
Seller or its general partner or any contract to which Seller or its general
partner is a party or by which it is otherwise bound. Finally, this Agreement
has been duly executed and delivered by the Seller and constitutes its legal,
valid, and binding obligation, enforceable in accordance with its terms.
8. COVENANTS.
(a) Buyer covenants that Buyer will and will cause the other
sellers under the TFH Agreement to perform all of their obligations
thereunder and to use Buyer's and the other sellers' best efforts to
seek performance by TFH under the TFH Agreement and to enforce any
provisions under the TFH Agreement which relate to the resale of the
Shares from the Buyer to TFH contemporaneously with the Closing of the
sale of the Shares from Seller to Buyer hereunder.
(b) Buyer further agrees not to modify, amend or terminate, or
permit any of the other sellers to modify, amend or terminate the TFH
Agreement without the prior written consent of Seller.
(c) Seller agrees to cooperate in all reasonable respects to
facilitate the consummation of the transactions contemplated by this
Agreement, the Escrow Agreement and the TFH Agreement.
9. CONCURRENT CONDITION TO THE ENFORCEMENT OF THIS AGREEMENT. It is
contemplated that contemporaneously with Closing, Buyer shall consummate the
transactions contemplated by the TFH Agreement whereby Buyer shall sell, and TFH
shall purchase, the Shares. The contemporaneous consummation of the transactions
contemplated by the TFH Agreement is a condition to the enforcement of this
Agreement.
10. JUNE 30, 1998 AGREEMENT. Buyer and Seller agree that the June 30,
1998 Stock Purchase Agreement by and among the Seller and the stockholders of
TFH listed on the signature page thereto (the "Original Agreement") shall be
null and void and shall have no further force or effect. Buyer represents that
he is authorized to terminate the Original Agreement on behalf of all of the
signators to the Original Agreement other than Seller hereunder.
11. COSTS AND EXPENSES; FEES. Each party shall be solely responsible
for and bear all of its own respective expenses incurred at any time in
connection with pursuing or consummating this Agreement and the transactions
contemplated by this Agreement, including, but not limited to, fees and expenses
of legal counsel, accountants, and other facilitators and advisors, except as
provided in Section 4 hereunder.
12. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The covenants, agreements, representations, and warranties of the Buyer and
Seller contained in this Agreement or in any document delivered or in connection
herewith shall survive the Closing, unless this Agreement shall be terminated in
accordance with Section 5(c) hereunder.
13. COMPLETE AGREEMENT, ETC. This Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby, and any and all previous agreements and understandings
between or among the parties regarding the subject matter hereof, whether
written or oral, are superseded by this Agreement. It shall not be amended or
modified except by written instrument duly executed by each of the parties
hereto.
14. WAIVER. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.
15. COOPERATION. Subject to the terms and conditions herein provided,
the parties hereto shall use their best efforts to take, or cause to be taken,
such action, to execute and deliver or cause to be executed and delivered, such
additional documents and instruments, and to do, or cause to be done, all things
necessary, proper, or advisable under the provisions of this Agreement and under
applicable law, to consummate and make effective the transactions contemplated
by this Agreement.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and any party hereto may executed any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by the parties. It shall
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.
17. CONFIDENTIALITY. The parties shall keep the existence and terms of
this Agreement confidential until such time as disclosure is required by
applicable law.
18. NOTICES. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to any other
party shall be in writing and shall be deemed to have been given (a) if mailed,
at the time when mailed in any general or branch office of the United States
Postal Service, enclosed in a registered or certified postage-paid envelope, (b)
if sent by facsimile transmission, when so sent and receipt acknowledged by an
appropriate telephone or facsimile receipt or (c) if sent by other means, when
actually received by the party to which such notice has been directed, in each
case at the respective addresses or numbers set forth below or such other
address or number as such party may have fixed by notice:
If to Sellers, addressed to:
TJS Partners, L.P.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Buyer, addressed to:
Xxxxxxx Law Firm P.C.
Attn: Xxxx Xxxxxxx
000 X. 00xx Xxxxxx, Xxxxx 000
Post Office Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Purchase Agreement as of the date first written.
SELLER:
TJS Partners, L.P.
By: TJS Management, L.P., as
General Partner
By: /s/ X.X. Xxxxxxxxx
---------------------------------
X.X. Xxxxxxxxx, as General Partner
BUYER
/s/ Xxxxxx Xxxxxx
By Xxxx X. Xxxxxxx his attorney-in-fact
---------------------------------------
Xxxxxx Xxxxxx
