EXHIBIT 99.4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of this 7th day of
February, 2007, by and among Ramius Securities, L.L.C. and Starboard Value &
Opportunity Fund, LLC (collectively, the "Sellers"), and Barington Capital
Group, L.P., Barington Companies Equity Partners, L.P. and Barington Companies
Offshore Fund, Ltd. (collectively, the "Purchasers").
R E C I T A L S
WHEREAS, the Sellers are significant stockholders of L Q Corporation,
Inc., a publicly-traded Delaware corporation (the "Company");
WHEREAS, the Purchasers, or certain affiliates of the Purchasers, (a) are
significant stockholders of the Company, (b) provide certain administrative and
financial advisory services to the Company and (c) certain employees and
officers of Purchasers and/or its affiliates are officers and/or members of the
Board of Directors of the Company;
WHEREAS, the Sellers are the beneficial owner of an aggregate of 138,277
shares of common stock, par value $0.001 per share, of the Company (the
"Shares"), as further described on Schedule A hereto;
WHEREAS, the Sellers desires to sell to the Purchasers, and the Purchasers
desire to purchase from the Sellers, the Shares in accordance with the terms and
subject to the conditions set forth in this Agreement; and
WHEREAS, this Agreement and the transactions set forth herein have been
unanimously approved by the Board of Directors of the Company, including each
director of the Company that has no interest in the transactions.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, the parties hereto,
intending to be legally bound hereby, do hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof, the
Sellers hereby sell, assign, transfer, convey and deliver to the Purchasers, and
the Purchasers hereby purchase and accept the assignment, transfer, conveyance
and delivery from the Sellers of, all right, title and interest of Sellers in
and to the Shares, as set forth on Schedule B hereto.
1.2 Consideration for Shares. In consideration of the sale, assignment,
transfer, conveyance and delivery of the Shares pursuant to Section 1.1 hereof,
the Purchasers hereby agree to pay to the Sellers a purchase price (the
"Purchase Price") equal to $1.17 per Share, or an aggregate of $161,784.09.
1.3 Closing. The transactions contemplated by this Agreement shall be
consummated at a closing (the "Closing"), which shall be held at the offices of
the Company located at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at
9:00 a.m. on the date the conditions to Closing set forth in Article II hereof
are satisfied. The date on which the Closing occurs is referred to herein as the
"Closing Date."
1.4 Closing Transactions. (a) Sellers' Delivery Obligations. The Sellers
shall (i) deliver to the Purchasers certificates evidencing the Shares, each
duly endorsed in blank or accompanied by a stock power duly endorsed in blank,
in form reasonably satisfactory to the Purchasers and with all required stock
transfer tax stamps affixed; provided that, to the extent that the Sellers do
not maintain physical possession of the Shares, the Sellers may effect delivery
thereof through customary book-entry transfers through one or more brokers; and
(ii) execute and deliver or cause to be executed and delivered such other
documents or agreements and take such other action as may be reasonably
necessary or appropriate to consummate the transfer of the Shares to the
Purchasers.
(b) The Purchasers' Delivery Obligations. The Purchasers shall deliver to
the Sellers the Purchase Price by wire transfer of immediately available funds
to such account as is designated by the Sellers to the Purchasers on or prior to
the Closing Date.
ARTICLE II
CONDITIONS TO CLOSING
2.1 Conditions to Obligations of the Purchasers. The obligations of the
Purchasers under this Agreement, including, without limitation, to pay the
Purchase Price to the Sellers, are subject to the conditions that (a) the
Sellers' representations and warranties in this Agreement shall have been true
and correct on the date hereof and on the Closing Date, (b) the Sellers shall
have complied in all material respects with all covenants required by this
Agreement to be complied with by them on or before the Closing Date and (c) the
Purchasers shall have received (i) this Agreement duly executed on behalf of the
Sellers and (ii) the Shares.
2.2 Conditions to Obligations of the Sellers. The obligations of the
Sellers under this Agreement, including, without limitation, to sell, assign,
transfer, convey and deliver the Shares to the Purchasers, are subject to the
conditions that (a) the Purchasers' representations and warranties in this
Agreement shall have been true and correct on the date hereof and on the Closing
Date, (b) the Purchasers shall have complied in all material respects with all
covenants required by this Agreement to be complied with by it on or before the
Closing Date and (c) the Sellers shall have received (i) this Agreement duly
executed on behalf of the Purchasers and (ii) payment of the Purchase Price from
the Purchasers.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
The Sellers hereby represent and warrant to the Purchasers as of the date
of this Agreement and the Closing Date as follows:
3.1 Due Authorization and Validity. Each Seller entity party hereto has
all requisite power and authority to enter into this Agreement, to perform such
Seller's obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by each
Seller entity party hereto and, subject to the due execution and delivery by the
Purchasers, this Agreement constitutes the legal, valid and binding obligation
of such Seller, enforceable against such Seller in accordance with its terms.
3.2 Ownership. Each Seller entity has good and marketable title to the
Shares shown as owned by such Seller entity on Schedule A hereto. Upon the
consummation of the transactions contemplated by this Agreement, the Purchasers
will acquire good, valid and marketable title to the Shares, free and clear of
all security interests, liens, claims, charges, options or other encumbrance or
restriction of any kind (collectively, a "Lien"), other than Liens on securities
held in margin accounts to be terminated on or prior to the Closing Date and any
Liens that may be created by the Purchasers. No Seller has appointed or granted
any proxy with respect to the Shares, which appointment or grant shall still be
effective at the closing of the transactions contemplated by this Agreement.
3.3 Government and Other Consents. No consent, declaration, filing,
approval, authorization or order of, notice to, or registration with, any court
or federal, state, provincial, municipal, foreign or other governmental
department, commission, board, bureau, agency or instrumentality or arbitration
tribunal, wherever located (a "Governmental Authority"), or any third party is
required in connection with the execution and delivery by the Sellers of this
Agreement or the consummation of any transactions contemplated hereby, except
for (a) such filings with the Securities and Exchange Commission (the "SEC") as
are required to disclose the sale of the Shares by the Sellers and to amend or
supplement any of the Sellers' existing filings with the SEC on Form 4, Schedule
13D or Schedule 13G, as the case may be, and (b) such consents, declarations,
filings, approvals, authorizations, orders, notices or registrations the absence
of which would not, either individually or in the aggregate, have a material
adverse effect on the transactions contemplated by this Agreement.
3.4 Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by the
Sellers or on the Sellers' behalf.
3.5 Information and Experience. By reason of the Sellers' business or
financial experience, the Sellers are capable of evaluating the merits and risks
of the sale of the Shares and have the ability to protect their own interests in
this transaction. The Sellers are sophisticated sellers with respect to the sale
of securities such as the Shares and have independently and without reliance
upon the Purchasers, and based upon such information as the Sellers deem
appropriate, made their own analysis and decision to sell the Shares to the
Purchasers.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
The Purchasers hereby represents and warrants to the Sellers as of the
date of this Agreement and the Closing Date as follows:
4.1 Due Authorization and Validity. Each Purchaser has all requisite power
and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by each Purchaser and, subject to the
due execution and delivery by the Sellers, this Agreement constitutes the legal,
valid and binding obligation of each Purchaser, enforceable against each
Purchaser in accordance with its terms.
4.3 Government and Other Consents. No consent, declaration, filing,
approval, authorization or order of, notice to, or registration with, any
Governmental Authority or any third party is required in connection with the
execution and delivery by the Purchasers of this Agreement or the consummation
of any transactions contemplated hereby, except for (a) such filings with the
SEC as are required to disclose the purchase of the Shares by the Purchasers and
to amend or supplement any of the Purchasers' existing filings with the SEC on
Form 4, Schedule 13D or Schedule 13G, as the case may be, (b) such consents,
declarations, filings, approvals, authorizations, orders, notices or
registrations the absence of which would not, either individually or in the
aggregate, have a material adverse effect on the transactions contemplated by
this Agreement.
4.4 Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by the
Purchasers or on the Purchasers' behalf.
4.5 Information and Experience. By reason of the Purchasers' business or
financial experience, the Purchasers are capable of evaluating the merits and
risks of the purchase of the Shares and have the ability to protect their own
interests in this transaction. The Purchasers are sophisticated buyers with
respect to the purchase of securities such as the Shares and have independently
and without reliance upon the Sellers, and based upon such information as the
Purchasers deem appropriate, made their own analysis and decision to purchase
the Shares from the Sellers.
ARTICLE V
CERTAIN COVENANTS OF THE PURCHASERS AND SELLERS
5.1 Excluded Information. Each party hereto acknowledges and agrees that
(a) it has been informed that the other party hereto or its agents may currently
possess, and later may come into possession of, material non-public information
not known to the Sellers or the Purchasers, as applicable, and that may be
material to a decision by the Sellers to sell the Shares or by the Purchasers to
purchase the Shares, and such party has determined to sell the Shares or
purchase the Shares, as applicable, notwithstanding its lack of knowledge of
such information; (b) agree that the Purchasers and the Sellers, as applicable,
shall not have any liability whatsoever to the other party hereto with respect
to the nondisclosure of such information in connection with the sale of the
Shares by the Sellers or the purchase of the Shares by the Purchasers; and (c)
irrevocably waives and releases all claims which it might otherwise have with
respect to the nondisclosure of such information in connection with the sale of
the Shares by the Sellers and the purchase of the Shares by the Purchasers,
whether before or after the date hereof.
5.2 Reasonable Efforts. Each party hereto agrees to use commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other party or parties in
doing, all things necessary, proper or advisable, consistent with applicable
laws, to consummate and make effective the transactions contemplated by this
Agreement. In addition, from time to time after the date hereof, each of the
parties hereto agrees to execute and deliver, or cause to be executed and
delivered, such documents as the other party or parties may reasonably request
in order to consummate more effectively the transactions contemplated by this
Agreement.
ARTICLE VI
GENERAL PROVISIONS
6.1 Expenses. Whether or not the transactions contemplated hereby shall be
consummated, the Sellers, on the one hand, and the Purchasers, on the other
hand, shall each be responsible for the fees, expenses and disbursements of
their respective agents, representatives, accountants and counsel incurred in
connection with the negotiation of this Agreement and the transactions
contemplated in connection herewith, it being specifically agreed that neither
the Purchasers nor the Sellers shall charge to the other party the expenses of
such party in connection with negotiation of this Agreement and the transactions
contemplated herein.
6.2 Construction; Entire Agreement; Amendment. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
irrespective of its conflicts of law principles. This Agreement, together with
schedules attached hereto, and all other documents and instruments executed and
delivered in connection herewith, contains the entire agreement between the
Sellers and the Purchasers with respect to the transactions contemplated hereby
and supersedes all prior arrangements and understandings among them with respect
thereto. This Agreement may not be amended, modified or changed except by an
instrument in writing signed by the Sellers and the Purchasers.
6.3 Notices. (a) All notices, requests, demands, and other communications
required to or permitted to be given under this Agreement shall be in writing
and shall be delivered personally or by overnight courier (with confirmation of
receipt) or by certified or registered mail (postage prepaid and return receipt
requested). Any such notice shall be deemed given when so delivered personally
or if mailed or sent by overnight courier, three days after the date of deposit
in the United States mail or one day after pickup by overnight courier, if
addressed as follows:
if to the Sellers, to:
Ramius Capital Group, L.L.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Telephone: (000) 000-0000
if to the Purchasers, to:
Barington Capital Group, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Telephone: (000) 000-0000
(b) Each party agrees to make a good faith effort to ensure that
such party will accept or receive notices that are given in accordance with this
Section 7.3, and that any person to be given notice actually receives such
notice. A party may change or supplement the addresses given above, or designate
additional addresses for purposes of this Section 7.3, by giving the other party
written notice of the new address in the manner set forth above.
6.4 Severability. If any provision of this Agreement or the application
thereof to any person, entity or circumstance is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
hereof, or the application of such provision to persons, entities or
circumstances other than those as to which it has been held invalid, void or
unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby.
6.5 Exercise of Rights; Specific Performance. No failure on the part of a
party to exercise, and no delay in exercising, any right or remedy under this
Agreement shall operate as a waiver hereof by such party, nor shall any single
or partial exercise of any right under this Agreement preclude any other or
further exercise thereof or the exercise of any other right or remedy. Each of
the parties hereto acknowledges and agrees that irreparable damage would occur
in the event any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity.
6.6 Successors and Assigns; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned or delegated,
directly or indirectly, by any party hereto without the prior written consent of
the other parties.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES OFFSHORE FUND, LTD.
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
STARBOARD VALUE & OPPORTUNITY FUND, LLC
By: Admiral Advisors, LLC,
its managing member
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
RAMIUS SECURITIES, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
SCHEDULE A
----------
Share Ownership
Name of Entity Number of Shares Owned
-------------- ----------------------
Ramius Securities, LLC 34,511
Starboard Value & Opportunity Fund, LLC 103,766
SCHEDULE B
----------
Share Transfers at Closing
--------------------------
Name of Selling Entity Name of Purchasing Entity Number of Shares
---------------------- ------------------------- ----------------
Ramius Securities Barington Companies Offshore Fund 34,511
Starboard Value & Opportunity Fund Barington Capital Group 33,066
Barington Companies Offshore Fund 45,650
Barington Companies Equity Partners 25,050
------
TOTAL: 138,277
