STOCK PURCHASE AGREEMENT
NEWCASTLE PARTNERS, L.P. SC 13D
Exhibit 99.1
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 16 day of August, 2016, between Xxxxxxxxxx International, Inc. (“Purchaser”), and Lorex Investment AG, a corporation incorporated in Switzerland (“Seller” or “Lorex”).
Recital
| A. | Seller wished to sell 400,000 shares (the “Shares”) of the common stock, $0.01 par value per share, of Xxxxxxxxxx International, Inc., a Delaware corporation (“Wilhelmina”), to the Purchaser, and the Purchaser wishes to purchase the Shares, on the terms and subject to the conditions of this Agreement (the “Transaction”). |
Agreement
The parties agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares. Seller hereby sells, transfers, assigns and delivers to the Purchaser the Shares. Seller will promptly make electronic delivery of the Shares in a form reasonable acceptable to Purchaser.
Section 1.2. Purchase Price and Payment. The Purchaser hereby purchases all of the Shares for a purchase price of Six Dollars Eighty Two and a Half Cents ($6.825) per Share, payment for which will be made on August 16, 2016, (or reasonably soon thereafter) by means of a wire transfer of Two Million Seven Hundred Thirty Thousand Dollars ($2,730,000) in the manner specified by Seller.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller hereby represents and warrants to the Purchaser as of the date of this Agreement as follows:
Section 2.1. Authority. Xxxxx Xxxxx is a natural person, citizen and resident of Switzerland. Xx. Xxxxx has all requisite legal capacity and power and authority on behalf of Lorex Investment AG to enter into this Agreement and to perform the transactions contemplated hereby.
Section 2.2. Validity. This Agreement is duly executed and delivered by it and constitutes its lawful, valid and binding obligation, enforceable in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transaction by it are not prohibited by, do not violate or conflict with any provision of, and do not result in a default under (a) any material contract, agreement or other instrument to which it is a party or by which it is bound; (b) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to it; or (c) any law, rule or regulation applicable to it, except in each case for such prohibitions, violations, conflicts or defaults that would not have a material adverse consequence to the Transaction.
Section 2.3. Ownership of Shares. Lorex is the record and beneficial owner of the Shares and upon consummation of the transactions contemplated by this Agreement, the Purchaser will acquire good and marketable title to the Shares, free and clear of any liens, encumbrances, security interests, restrictive agreements, claims or imperfections of any nature whatsoever, other than restrictions on transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as of the date of this Agreement as follows:
Section 3.1. Authority. It is a corporation validly existing and in good standing under the laws of the State of Delaware. It has full corporate power and authority, without the consent or approval of any other person, to execute and deliver this Agreement and to consummate the Transaction. All corporate and other actions required to be taken by or on behalf of it to authorize the execution, delivery and performance of this Agreement have been duly and properly taken.
Section 3.2. Validity. This Agreement is duly executed and delivered by it and constitutes its lawful, valid and binding obligation, enforceable in accordance with its terms. The execution and delivery of this Agreement and the consummation of the Transaction by it are not prohibited by, do not violate or conflict with any provision of, and do not result in a default under (a) its charter or bylaws; (b) any material contract, agreement or other instrument to which it is a party or by which it is bound; (c) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to it; or (d) any law, rule of regulation applicable to it, except in each case for such prohibitions, violations, conflicts or defaults that would not have a material adverse consequence to the Transaction.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Survival. The representations and warranties set forth in this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated herein.
Section 4.2. Parties and Interest. This Agreement shall bind and inure to the benefit of the parties named herein and their respective heirs, successors and assigns.
Section 4.3. Entire Transaction. This Agreement contains the entire understanding among the parties with respect to the transactions contemplated hereby and supersedes all other agreements and understandings among the parties with respect to the subject matter of this Agreement.
Section 4.4. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the state of Delaware, without giving effect to any choice of law or conflict of law or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Delaware.
The parties hereto have caused this Agreement to be executed as of the date first written above.
XXXXXXXXXX INTERNATIONAL, INC.
| By: | /s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx, Executive Chairman | ||
| LOREX INVESTMENT AG | ||
| By: | /s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx | ||
