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EXHIBIT 10.22
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
the ______ day of _______, 1996, between Mercury, Inc. (the "Purchaser") and
each of the persons named on Exhibit "A" hereto (the "Sellers").
1. PURCHASE AND SALE. Subject to the satisfaction of the
conditions herein contained, Purchaser agrees to purchase from Sellers, and
each Seller agrees to sell to Purchaser, the number of shares of common stock
of Mississippi 34 Cellular Corporation set forth by such Seller's name on
Exhibit "A" hereto, for the price of $2,363.83 per share, payable in cash or
bank cashier's check, wired funds or Purchaser's certified check, at
Purchaser's election, at the closing herein provided.
2. CLOSING. The closing of the transactions contemplated hereby
shall take place at the offices of Purchaser, at Lake Charles, Louisiana at
10:00 AM CST, on a date mutually agreed upon by Purchaser and Sellers, after
all regulatory approvals of the transactions contemplated hereby have been
obtained and all other conditions hereof have been fulfilled, or, in the
absence of such agreement, on any date after such approvals as is specified in
a notice by Purchaser to Sellers given at least five (5) days prior to such
specified closing date, with copy to each Seller. At the closing Sellers shall
deliver to Purchaser duly endorsed certificates for the shares to be sold by
Sellers against delivery of the purchase price by Purchaser, and the Purchaser
shall pay for such shares.
3. REPRESENTATIONS AND WARRANTIES.
(a) Each Seller represents and warrants to Purchaser that he
has the capacity to enter into and consummate the transactions
contemplated hereby, that this Agreement is enforceable against him in
accordance with its terms, that the shares to be sold by him are owned
of record and beneficially by him, and that the delivery of the
certificates for the shares to Purchaser pursuant hereto will vest in
Purchaser good and valid title to such shares, free and clear of any
restrictions, liens, claims or encumbrances whatsoever except as set
forth in the Pledge Agreement (the "Pledge") between Sellers and AT&T
Finance Corporation ("AT&T") dated December 20, 1993.
(b) The Purchaser represents and warrants to each Seller that
he has the capacity to enter into and consummate the transactions
contemplated hereby and that this Agreement is enforceable against him
in accordance with its terms; and that he is acquiring the shares to be
acquired from Sellers with no view to the distribution thereof in
violation of the Securities Act of 1933.
(c) The Purchaser represents and warrants to each Seller, and
each Seller represents and warrants to Purchaser, that he has made such
investigation of the business and affairs of Mississippi 34 Cellular
Corporation as he considered
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appropriate, that he is not relying on the other party hereto to supply
him with any information concerning such business and affairs, and that
no such information, whether disclosed or undisclosed, would be
considered important to his decision to enter into and consummate this
Agreement, except as expressly stated herein.
4. COVENANTS.
(a) Upon delivery to him of this Agreement fully executed by
all Sellers, the Purchaser agrees to promptly file such applications
with regulatory authorities as are necessary predicates to the
satisfaction of the condition of Paragraph 5(b)(i).
(b) The Sellers agree to:
(i) cooperate with Purchaser in the filings
provided for in Paragraph 4(a);
(ii) and to furnish Purchaser with such
information as Purchaser may request in order to complete such
filings and to obtain any required regulatory approval; and
(iii) to take any action that may be required of
them to fulfill the conditions of Paragraph 5.
(c) Each party will not take any action or omit any action
that would make any representation or warranty by such party untrue as
of the closing date.
(d) On the closing date, if any Seller is a director and/or
an officer of Mississippi 34 Cellular Corporation or any of its
subsidiaries, he will, unless otherwise requested by Purchaser, resign
all such positions with Mississippi 34 Cellular Corporation and such
subsidiaries, effective on the consummation of the transactions
contemplated hereby.
(e) Upon the consent of the sale and purchase of its shares,
each party agrees that the Shareholder Agreement existing between the
shareholders of Mississippi 34 Cellular Corporation shall terminate
and be of no further force or effect.
5. CONDITIONS.
(a) The obligations of each party hereto are conditioned upon
the accuracy of the representations and warranties of the other party
on the closing date as if made on such date, and the compliance by
such party with his covenants on the closing date.
(b) The obligations of the Purchaser are also conditioned
upon:
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(i) prior regulatory approval of the transactions
contemplated hereby without imposing any conditions on
Purchaser other than those customary for transactions of this
sort;
(ii) delivery by each Seller of duly endorsed
certificates for the shares sold by him with the effect that
Purchaser shall have the full and unrestricted title to the
shares of Mississippi 34 Cellular Corporation to be purchased
subject only to the Pledge; and
(iii) the delivery to Purchaser on the closing date
by Sellers of not less than all of the shares of Mississippi
34 Cellular Corporation outstanding on the closing date that
are not owned by Purchaser, including in the computation of
shares outstanding any shares that Mississippi 34 Cellular
Corporation is committed to issue for any reason whatsoever,
whether or not the issuance is dependant on the occurrence of
any condition or contingency.
(iv) the successful consummation of an initial public
offering of shares of Mercury, Inc., the name of which may be
changed in the first quarter of 1997.
(v) the consent of AT&T shall have been obtained for
the sale of all of its shares and to the substitution in the
Pledge of certificates for such shares in the name of
Purchaser for the certificates in the names of Sellers.
(d) The obligations of each Seller are also conditioned upon
payment by the Purchaser of the purchase price for the shares to be
sold by each Seller.
6. TERMINATION. Either party may terminate this Agreement if on
the closing date the conditions to his obligations have not been met by the
closing date; provided that nothing herein contained shall relieve any party
from any liability for breach of this Agreement.
7. MISCELLANEOUS.
(a) This Agreement constitutes the entire understanding of
the parties with respect to the subject matter hereof, and all prior
negotiations, agreements and representations are merged herein. This
Agreement may not be modified except in writing signed by an
authorized representative of each party.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana.
(c) Any notice required or permitted under this Agreement may
be mailed or delivered to the party to receive such notice, if to
Purchaser at X.X. Xxx 0000,
0
Xxxx Xxxxxxx, Xxxxxxxxx 00000, and if to any Seller to address given
on Exhibit "A".
(d) This Agreement may be executed in multiple counterparts,
all of which, taken together, shall constitute the Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective as of the date set forth above, which shall be the date of
execution of this Agreement by the Purchaser.
MERCURY, INC. (Purchaser)
BY:s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX, Secretary
SELLERS:
s/Xxxxx Xxxxxx s/ Xxxxxx X. Xxxxxxx
-------------- --------------------
XXXXX XXXXXX XXXXXX X. XXXXXXX
s/ X.X. Xxxxxx, Xx. s/ Xxxxx X. Xxxxxxx, III
------------------- ------------------------
X.X. XXXXXX, XX. XXXXX X. XXXXXXX, III
s/ Xxxxxxx X. Xxxxxxx, XX s/ Xxxxxxx X. Xxxxxxx, XX
------------------------- -------------------------
XXXXXXX X. XXXXXXX, XX XXXXXXX X. XXXXXXX, III
s/ Xxxx X. Xxxxxx, III
----------------------
XXXX X. XXXXXX, III
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EXHIBIT "A"
NAME SHARES % OF OUTSTANDING SHARES
Xxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000 2,500 25%
X.X. Xxxxxx, Xx.
c/o Young, Williams, Xxxxxxxxx
& Xxxxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000 180 1.8%
Xxxxxxx X. Xxxxxxx, XX
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000 571.2 5.712%
Xxxxxx X. Xxxxxxx
000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000 326.4 3.264%
Xxxxx X. Xxxxxxx, III
c/o Young, Williams, Xxxxxxxxx
& Xxxxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000 180 1.8%
Xxxxxxx X. Xxxxxxx, III
0000 Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000 571.2 5.712%
Xxxx X. Xxxxxx, III
Cotton Communications
0000 Xxxxxxxxx Xxxxxx Xx,
Xxxxx X-000
Xxxxxxx, XX 00000 571.2 5.712%
----- ------
4,900 49%
