Exhibit 2 Xxxxxx
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of August 20, 1999, between each person listed on
Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation
(the "Seller").
Intending to be legally bound, the parties hereto hereby agree as
follows:
1. Sale and Purchase. At the Closing (as defined below), Seller through
its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation
(the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase
from Seller, the number of shares of the common stock, par value $.01 per share
(the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the
"Company"), indicated beneath the Buyer's signature on page 3 hereof, at a
purchase price of $6.00 per share, for the aggregate purchase price (the
"Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each
Buyer, simultaneously with its execution of this Agreement, shall wire transfer
the full amount of its Purchase Price to Xxxxxx & Xxxxxxx, A Professional
Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent
receives the documents required to be delivered pursuant to subparagraphs 2(c)
and 2(d) hereof. Upon the Escrow Agent's receipt of said documents, all purchase
monies being held by the Escrow Agent pursuant to this Agreement, and all
accrued interest thereon, shall be immediately released to Seller.
The wire transfer instructions for the wire transfer to be made by each
Buyer pursuant to this paragraph 1 are as follows:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Xxxxxx & Xxxxxxx Master Account # 8924302568
2. The Closing. The closing of the sale and transfer of the Stock
hereunder (the "Closing") shall take place at the offices of the Company, at
10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and
the Seller shall mutually agree. The Closing shall be effectuated as follows:
(a) Seller shall cause to be delivered to each Buyer,
via Federal Express:
(i) a stock power, executed by the applicable Subsidiary,
transferring to such Buyer the number of shares of the Stock to be sold to it
hereunder and a letter of instruction to the Company's transfer agent to
effectuate such transfer of the Stock on the stock books of the Company. Each
share certificate issued to a Buyer hereunder shall only be issued in the name
of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and
(ii) an opinion of Xxxxxx & Xxxxxxx, counsel to the Seller, to
the effect that this Agreement has been duly authorized, executed and delivered
by the Seller and constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms, and Seller has the full requisite
power and authority to transfer and deliver (through the Subsidiaries) the Stock
to the Buyers pursuant hereto.
(b) The Company and Buyers shall have executed and delivered a
Put Agreement, in form and substance satisfactory to each party, providing the
option to the Buyers to sell to the Company, at a price of $6.00 per share, the
Stock acquired hereunder, which option must be exercised, if at all, during the
20 day period following the date of the Closing.
(c) Seller shall cause to be delivered to the Escrow Agent a
certified copy of resolutions adopted by the Board of Directors of the Company
approving the transactions contemplated by this Agreement and authorizing the
Company to file a Registration Statement on Form S-3 to register the shares of
the Stock purchased hereunder under the Securities Act of 1933, as amended (the
"Securities Act").
(d) Seller shall cause to be delivered to the Escrow Agent a
certification confirming that (i) the deliveries specified in subparagraph 2(a)
above have been made and (ii) the agreement specified in subparagraph (b) above
has been executed and delivered by the parties thereto, and authorizing the
Escrow Agent to release all monies being held pursuant to this Agreement to
Seller.
3. Stock Ownership. Seller represents and warrants to each Buyer that
the Subsidiaries are the legal and beneficial owner of, and shall at Closing
convey to the Buyer hereunder good and marketable title to, the shares of Stock
intended to be sold to such Buyer hereunder, free and clear of any claim, lien,
option, charge or encumbrance of any nature whatsoever. Seller has full power,
authority and capacity to sell such number of shares to such Buyer in accordance
with the terms and provisions of this Agreement and to execute and deliver this
Agreement, and this Agreement is the valid and binding obligation of Seller,
enforceable according to its terms. To the knowledge of Seller, the shares of
the Stock to be sold hereunder constitute validly issued, fully paid and
non-assessable shares of capital stock.
4. Representations and Warranties of the Buyers. Each Buyer represents
and warrants to the Seller that it is acquiring the Stock hereunder for its own
account for the purpose of investment and not with a view to, or for sale in
connection with, any distribution thereof. The Buyer further represents that it
understands that the Stock has not been registered under the Securities Act by
reason of its issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(1) thereof.
Accordingly, the Stock must be held indefinitely unless a subsequent disposition
thereof is (a) registered under the Securities Act (which the Company will agree
to do on a Form S-3 Registration Statement as a condition to the Closing) or (b)
exempt from such registration. The Stock will bear a legend indicating its
restricted status and the Company will make a notation on its transfer books to
such effect. Each Buyer further understands that the exemption from registration
afforded by Rule 144 under the
Securities Act depends on the satisfaction of various conditions and that, if
applicable, Rule 144 affords the basis of sales of the Stock in limited amounts
under certain conditions. Each Buyer acknowledges that it has had a full
opportunity to request from the Seller and the Company and to review and has
received such information that it deems relevant in making a decision to
purchase the Stock being purchased by it hereunder.
5. Restatement of Representations; Disclaimer of Warranties. The
representations and warranties set forth in paragraphs 3 and 4 above shall be
deemed restated on and as of the date of Closing. Except as specifically set
forth in paragraph 3 or 4 above, the sales and purchases pursuant to this
Agreement are made on a "without warranty, as-is" basis. Neither party makes any
representation or warranty with respect to the business, assets, financial
condition, prospects or affairs of the Company, and each party acknowledges that
it has not relied upon any such representation or warranty.
6. Miscellaneous. This Agreement inures to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, that the Buyers shall have no right to assign their rights and
obligations hereunder. This Agreement supersedes all prior negotiations,
understandings, writings and agreements between the parties hereto. All
covenants, agreements, warranties, representations, and disclaimers of
warranties and representations contained in this Agreement shall survive the
consummation of the sale and purchase hereunder. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
BUYER:
--------------------------------
Certificate Information (to be completed by Buyer):
Name, Address and No. of Shares to be
Tax Identification No. of Purchased by No. of Shares x $6.00 =
Buyer Buyer Total Purchase Price
------------------------- ------------------- -----------------------
UM HOLDINGS, LTD. ("SELLER")
By: _________________________________
Once this signature page has been executed and completed by the Buyer,
the Buyer must take the following steps to be eligible to purchase shares of the
Stock hereunder:
1. A copy of the executed and completed signature page must be
faxed to Xxxxxxx X. Xxxx, Esquire at Xxxxxx & Xxxxxxx, A Professional
Corporation. The fax number is (856) 795- 0574.
2. The original copy of the executed and completed signature
page must be mailed to the following address:
Xxxxxxx X. Xxxx, Esquire
Xxxxxx & Xxxxxxx, PC
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
3. The full amount of the Purchase Price must be sent by wire
transfer to the following account maintained by the Escrow Agent:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Xxxxxx & Xxxxxxx Master Account # 8924302568
