EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of April 8, 1998 (the "Agreement"),
by and between Xxxxxx Xxxxx ("Seller") and Dura Automotive Systems (U.K.),
Ltd., a company organized under the laws of England ("Buyer").
1. PURCHASE AND SALE OF SHARES.
1.1 PURCHASE AND SALE. Pursuant to the terms and conditions of
this Agreement, at the Closing (as herein defined), Seller shall sell and
transfer to Buyer, and Buyer shall purchase from Seller, 80,000 ordinary
shares (the "Shares") of Trident Automotive plc, registered in England No.
3437197 (the "Company"), free and clear of any security interest, pledge,
bailment (in the nature of a pledge or for purposes of security), mortgage,
deed of trust, the grant of a power to confess judgment, conditional sales
and title retention agreement (including any lease in the nature thereof),
charge, encumbrance, option, restriction, preemptive rights, rights of first
refusal or other similar arrangement or interest or any other type of
preferential arrangement having a similar effect ("Liens"), for the Purchase
Price set forth in Section 1.2.
1.2 PURCHASE PRICE; PAYMENT OF PURCHASE PRICE. The aggregate
purchase price for the Shares is U.S. $400,000 (the "Purchase Price"). The
Purchase Price shall be paid by Buyer to Seller at the Closing by check, wire
transfer of immediately available U.S. funds to an account designated by
Seller or other form of payment as is mutually agreed upon by the parties.
The purchase price per share to be paid hereunder is the same price per
ordinary share being paid pursuant to the Stock Purchase Agreement (as
defined herein).
2. THE CLOSING.
2.1 PLACE AND TIME. The Closing of the purchase and sale of the
Shares (the "Closing") shall take place at the offices of Xxxxxxxx & Xxxxx in
Chicago, at the time of the Closing under the Stock Purchase Agreement, made
as of April 8, 1998 (the "Stock Purchase Agreement"), by and among Buyer,
UBS Capital BV ("UBS"), The Phildrew Venture Fourth Funds specified therein
("Phildrew"), Xxxxxx Financial Inc. and J. Xxxxxxx Xxxxx or at such other
place or on such other date as is mutually acceptable to Buyer, on the one
hand, and UBS and Phildrew, on the other hand.
2.2 DELIVERIES BY ESCROW AGENT ON BEHALF OF SELLER. At the
Closing, Escrow Agent (as herein defined), on behalf of Seller, shall deliver
to Buyer (i) executed transfers in respect of the Shares to be sold and
transferred and (ii) certificates representing the Shares.
2.3 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver to
Seller the Purchase Price, payable in accordance with Section 1.2.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller represents and warrants to Buyer that:
3.1 TITLE TO THE SHARES. Seller holds beneficially and of
record the Shares, free and clear of all Liens and at the Closing Buyer will
acquire the Shares free and clear of any Liens, other than Liens created by
Buyer or directly resulting from Buyer's actions.
3.2 AUTHORIZATION. The execution, delivery and performance by
Seller of this Agreement and the consummation of the transactions contemplated
hereby are within his legal right, power and authority and this Agreement
constitutes a valid and binding obligation of Seller, enforceable in accordance
with its terms. No consent from, or filing with, any government authority or
other third party is necessary for Seller to perform his obligations hereunder.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer hereby represents and warrants to Seller that (i) the
execution, delivery and performance by Buyer of this Agreement and the
consummation by Buyer of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Buyer and this
Agreement constitutes a valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms and (ii) no consent, or filing
with, from any governmental authority or other third party is necessary for
Buyer to perform its obligations hereunder.
5. APPOINTMENT OF ESCROW AGENT.
Seller irrevocably constitutes and appoints Xxxxxxx Xxxxxxx
("Escrow Agent") as Seller's true and lawful attorney-in-fact and agent and
authorizes Escrow Agent, in Seller's name, place and stead, (i) to hold the
Shares in escrow until the earlier of the Closing and the termination of this
Agreement and (ii) to deliver the stock certificates representing the Shares
and executed transfers thereof to Buyer at the Closing. Upon the execution
hereof, Seller shall deliver certificates representing the Shares and
executed transfers to the Escrow Agent. Such delivery shall in no manner
deprive Seller of his rights as a beneficial and record holder of the Shares.
6. TERMINATION.
This Agreement will terminate upon the termination of the Stock
Purchase Agreement and the failure of the closing to occur thereunder.
7. MISCELLANEOUS.
7.1 ENTIRE AGREEMENT. This Agreement contains, and is intended
as, a complete statement of all of the terms and the arrangements between the
parties with respect to the matters provided for, supersedes any previous
agreements and understandings between the parties with respect to those matters,
and cannot be changed or terminated orally. Neither party makes, and each party
hereby expressly disclaims reliance upon, any representations or warranties
other than those set forth herein.
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7.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York
without giving effect to any choice of conflicts of laws other than the State
of New York. EACH OF THE PARTIES HEREBY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, OVER ANY
LAWSUIT UNDER THIS AGREEMENT AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM
NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN. EACH OF THE
PARTIES HEREBY WAIVES THE NECESSITY FOR PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL (RETURN RECEIPT REQUESTED), WITH A COPY ALSO
BEING SENT BY FACSIMILE (WITH RECEIPT CONFIRMED), IN EACH CASE DIRECTED TO
SELLER OR BUYER AT ITS ADDRESS SET FORTH IN, AND WITH COPIES SENT AS REQUIRED
BY, SECTION 7.4 BELOW, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED ON
THE DATE OF ACTUAL RECEIPT. EACH OF THE PARTIES HEREBY CONSENTS TO SERVICE
OF PROCESS AS AFORESAID. NOTHING IN THIS SECTION 7.2 WILL PROHIBIT PERSONAL
SERVICE IN LIEU OF THE SERVICE BY MAIL CONTEMPLATED HEREIN.
7.3 HEADINGS. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement. All references in this Agreement to
Sections are to sections to this Agreement.
7.4 NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when (a) delivered by
hand, (b) transmitted by prepaid cable, telex or telecopier, PROVIDED that a
copy is sent at about the same time by registered mail, return receipt
requested, or (c) received by the addressee, if sent by Express Mail, Federal
Express or other express delivery service to the addressee at the following
addresses or telecopier numbers (or to such other addresses, telex number or
telecopier number as a party may specify by notice given to the other party
pursuant to this provision):
If to Seller, to:
Xxxxxx Xxxxx
c/o Xxxxxxx Xxxxxxx
Trident Automotive plc
00000 Xxxxxxx Xxxxx
Xxxxx, XX 00000
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WITH A COPY TO:
Xxxx, Scholer, Fierman, Xxxx & Handler, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telecopier No.: (000) 000-0000
If to Buyer, to:
Dura Automotive Systems (U.K.), Ltd.
c/o Hidden Creek Industries
0000 XXX Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telecopier No.: (000) 000-0000
WITH A COPY TO:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, P.C.
Telecopier No.: (000) 000-0000
7.5 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and permitted assigns. Nothing in this Agreement shall create or be deemed
to create any third party beneficiary rights in any person or entity not
party to this Agreement. No assignment of this Agreement or of any rights or
obligations hereunder may be made by either party (by operation of law or
otherwise) without the prior written consent of the other and any attempted
assignment without the required consent shall be void.
7.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.7 AMENDMENT AND WAIVER. This Agreement may be amended at any
time only by a written instrument executed by Seller and Buyer. Compliance
with, or performance under, any term, provision or condition of this Agreement
may only be waived in writing by the party against which enforcement of the
waiver is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the date and year first above written.
/s/ Xxxxxx Xxxxx
------------------------
Xxxxxx Xxxxx
DURA AUTOMOTIVE SYSTEMS (U.K.), LTD.
By: /s/ Xxxxx Xxxxx
-------------------------
Name: Xxxxx Xxxxx
Title: Director
Accepted and agreed for
purposes of Sections 2.2 and 5:
/s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, as Escrow Agent
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The following persons executed an identical Stock Purchase Agreement:
Number of
Ordinary
Name Shares
----------------- -----------
D. Xxxxxxx Xxxxx 20,000
Xxxxxxxx Xxxx 24,000
Xxxxxx Xxxxxx 12,000
Xxxxxx Xxxxxxx 20,000
Xxxxxxx Xxxxxxxx 23,080
Lothar Sing 12,000
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