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EXHIBIT 2.3
STOCK PURCHASE MEMORANDUM
THIS MEMORANDUM is made and entered into as of the 1st day of October,
1997, by and between Xxxxxx X. Xxxxxxx, a resident of Atlanta, Georgia (the
"Seller") and THE COCA-COLA BOTTLING COMPANY OF THE NORTHEAST, a Delaware
corporation ("Purchaser"), under the following circumstances:
A. The Seller has this day sold to the Purchaser 1,778 shares of the Class
A Common Stock, of the par value $.01 per share, of The Coca-Cola Bottling
Company of New York, Inc., a Delaware corporation (the "KONY Stock").
B. This document is being executed to record the agreement of the parties
with respect to the sale and purchase of the KONY Stock, which is as follows:
1. Purchase Price. The purchase price for the 1,778 shares of KONY
Stock was $501,921.66 which the Purchaser has this day paid to the Seller, and
the Seller's receipt of which is acknowledged.
2. Delivery of Certificate. The Seller has delivered to the Purchaser
certificates no. 53 and 91 evidencing ownership of the KONY Stock, issued in the
name of Seller, together with its duly executed stock power, with signatures
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange. The Purchaser hereby acknowledges receipt of such certificate and
stock power.
3. Representations and Warranties of Seller.
(a) The Seller has full corporate power and authority to execute and
deliver this Memorandum and to transfer to the Purchaser the KONY Stock to
which this Memorandum relates.
(b) The KONY Stock is validly issued, fully paid and nonassessable,
and except as otherwise disclosed on Schedule 3(c), is free and clear of any
liens, restrictions, claims, equities, charges, options or other encumbrances,
with no defects of title whatsoever.
(c) The Seller has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
described in this Memorandum for which the Purchaser could become liable or
obligated.
(d) The Seller's representations and warranties shall survive the
delivery of the Stock.
4. Representations and Warranties of Purchaser.
(a) The Purchaser hereby represents and warrants that Purchaser is
acquiring the KONY Stock for investment for Purchaser's
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account, with the intent of holding the KONY Stock for investment, without
the present intent of participating directly or indirectly in a distribution
of the KONY Stock, and without the participation of any other person in any
part of the purchase.
(b) The Purchaser's representations and warranties shall survive the
delivery of the KONY Stock.
IN WITNESS WHEREOF, this Memorandum is signed by the parties as of the date
first above written.
SELLER:
/s/XXXXXX X. XXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxx
PURCHASER:
THE COCA-COLA BOTTLING COMPANY
OF THE NORTHEAST
/s/ XXXX X. XXX
By:----------------------------
SENIOR VICE PRESIDENT
Its:---------------------------
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SCHEDULES AND EXHIBITS TO
STOCK PURCHASE MEMORANDUM
Schedule 3(c) Liens and Restrictions
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