Exhibit 10.8
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into
as of the 22 day of October, 1996, by and among Aramex International Limited,
a Hong Kong Company limited by shares (the "Company") and Airborne Freight
Corporation, a Delaware corporation (the "Purchaser").
RECITALS
WHEREAS, the Company currently owns and operates a courier and freight
forwarding business serving an international market.
WHEREAS, the Company is authorized to issue 200,000 shares of ordinary
capital stock having a stated value of Hong Kong $10.00 per share (the "Stock"),
of which 2,000 shares of Stock are issued and outstanding.
WHEREAS, the Company intends to sell and issue to Purchaser and Purchaser
intends to purchase and acquire from the Company 195 shares of the authorized
but unissued shares of Stock of the Company, on the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the respective mutual
agreements herein contained, the parties hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF STOCK
1.1 PURCHASE AND SALE OF STOCK. Simultaneously with the execution of this
Agreement, the Company shall sell and issue to the Purchaser, and the Purchaser
shall Purchase and acquire from the Company, 195 shares of Stock for the
purchase price of two million U.S. dollars (US $2,000,000).
1.2 CLOSING. Simultaneously with the execution of this Agreement, the
Company shall deliver to the Purchaser a certificate representing the number of
shares of Stock to which such Purchaser is entitled and simultaneously therewith
the Purchaser shall deliver to the Company the purchase price therefor by wire
transfer of immediately available funds or by cashier's check and the parties
shall deliver a fully executed shareholders agreement in a form to be agreed.
1.3 LEGEND. The certificates representing shares of stock of the Company
issued pursuant to Section 1.2 by the Company to the Purchaser shall bear a
legend substantially as follows:
The shares of stock represented by this certificate have not been
registered or qualified under the United States Securities Act of
1933 or under the securities law of any state or country and may
not be sold or transferred in the absence of such registration or
an opinion of counsel satisfactory to the Company that such
registration or qualification is not required.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser as follows:
2.1 CORPORATE EXISTENCE AND POWER. The Company and each of its
Subsidiaries (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; (b) has all
requisite corporate power and authority to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged; and (c) has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement.
2.2 CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by the Company of the Agreement, including, without limitation,
the issuance of this Stock: (a) has been duly authorized by all necessary
corporate action; (b) does not contravene the terms of the Company's Memorandum
or Articles of Association, or any amendment of either thereof; and (c) will not
violate, conflict with or result in any breach or contravention of or the
creation of any Lien under, any contract of, or any law or regulation applicable
to, the Company or any of its Subsidiaries, including but not limited to the
Hong Kong Companies Ordinance.
2.3 FINANCIAL CONDITION. The Company has furnished Purchaser with its
audited consolidated financial statements as of and for the years ending
December 31, 1994, and December 31, 1995 (the "Audited Financial Statements")
and for the first six months of 1996 (the "Unaudited Financial Statements").
The Audited Financial Statements and Unaudited Financial Statements fairly
present the consolidated financial position of the Company and its Subsidiaries
as of the respective dates thereof and the results of operations and cash flows
of the Company and its subsidiaries as of the respective dates or for the
respective periods set forth therein, all in conformity with generally accepted
accounting principles consistently applied during the periods involved.
2.4 NO MATERIAL ADVERSE CHANGE; ORDINARY COURSE. Since December 31, 1995,
there has not been any material adverse change, nor is any such change
threatened, in the financial condition of the Company.
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2.5 CAPITALIZATION.
(a) The authorized capital stock of the Company consists of 200,000 shares
of Stock, stated value of Hong Kong $10.00 per share. After giving effect to
the transactions contemplated by this Agreement, 2,195 shares of Stock will be
issued and outstanding. All outstanding shares of capital stock of the Company
(including the Shares sold to Purchaser) have been, or as of the issue date will
be duly authorized, validly issued, fully paid, nonassessable and free and clear
of any lien.
(b) There are no outstanding securities convertible into or Exchangeable
for capital stock of the Company or options, warrants or other rights to
purchase or subscribe to capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, agreements, understandings or
arrangements of any kind to which the Company is a party relating to the
issuance of any capital stock of the Company or any of its Subsidiaries.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
3.1 CORPORATE EXISTENCE AND POWER. The Purchaser and each of its
subsidiaries (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; (b) has all
requisite corporate power and authority to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged; and (c) has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement.
3.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Purchaser of this Agreement, including without limitation,
the payment of the purchase price for the Shares: (a) has been duly authorized
by all necessary corporate action; (b) does not contravene the terms of the
Purchaser's Certificate of Incorporation or By-Laws, or any amendment of either
thereof; and (c) will not violate, conflict with or result in any breach or
contravention of or the creation of any lien under, any contract of the
Purchaser or any of its subsidiaries.
3.3 INVESTMENT CONSIDERATIONS. The Purchaser in an Accredited Investor as
that term in used in Regulation D issued pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser
acknowledges that an investment in the Stock is a high risk investment and that
such an investment will be illiquid for the foreseeable future. The Purchaser
has sufficient net worth to be able prudently to invest in the Stock, and
sufficient knowledge of the courier and freight forwarding business to
understand the risks of such an investment. The Purchaser has not advertised or
otherwise attempted to solicit participation by others in the investment
contemplated by this Agreement to any extent or in any manner that, to the
Purchaser's knowledge, would require the registration
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of the offer and sale of the Stock under the Securities Act or under "blue sky"
laws of any state.
ARTICLE 4
PURCHASER'S RIGHTS AND OBLIGATIONS
4.1 DIRECTORS. The Purchaser shall be entitled to appoint one Director to
the Company's Board of Directors.
4.2 ACCESS TO FINANCIAL INFORMATION. The Company shall furnish the
Purchaser with financial statements as set forth in the shareholders agreement.
4.3 LIMITATIONS. The Purchaser's rights and obligations under Section 4.2
shall terminate should the Company effect an initial public offering. In
addition, Purchaser's rights pursuant to Sections 4.1 and 4.2 shall terminate at
such time as Purchaser shall no longer own at least one-half of the Shares
purchased pursuant to this Agreement.
ARTICLE 5
MISCELLANEOUS
5.1 NOTICES. All notices, demands and other communications provided for
or permitted hereunder shall be in writing and shall be delivered by hand or
sent by facsimile transmission or overnight courier to the following addresses:
(a) Aramex International, Limited
X.X. Xxx 0000
Xxxxx, Xxxxxx
Attention: Xxxx Xxxxxxxx
President and Chief Executive Officer
(000) 0 000000 TC
(000) 0 000000 FAX
with a copy to
Xxxxxxxx, Xxxxxxx and Xxxxx, Chartered
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxxxxxx
(000) 000-0000 TC
(000) 000-0000 FAX
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(b) Airborne Freight Corporation
0000 Xxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
(000) 000-0000 TC
(000) 000-0000 FAX
with a copy to
Airborne Freight Corporation
0000 Xxxxxxx Xxxxxx
X.0. Xxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxx
Corporate Secretary/Counsel
(000) 000-0000 TC
(000) 000-0000 FAX
5.2 CHOICE OF LAWS. This Agreement shall be construed in accordance with
the laws of the State of Delaware and the United States of America, without
regard to the conflict of law provisions thereof. Any litigation or other
enforcement procedure brought in conjunction with this Agreement shall be heard
in the state or federal courts of the United States.
5.3 EXPENSES. Each party shall bear its own expenses, fees, and
disbursements in connection with the negotiation, execution, and delivery of
this Agreement.
5.4 MATERIAL BREACH. In the event of a material breach of term or
condition of this Agreement by a Party (the "Breaching Party"), the
non-breaching Party (the "Non-Breaching Party") shall deliver notice of such
material breach to the Breaching Party and the Breaching Party shall have ten
(10) days to cure such material breach. In the event that the Breaching Party
fails to cure the breach within 10 days of receipt of notice, then the
Non-Breaching Party may pursue all remedies available at law and in equity
against the Breaching Party. The Parties agree that breach of this Agreement
could not be adequately compensated with monetary damages and that injunctive
relief and specific performance shall be appropriate remedies.
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IN WITNESS WHEREOF, this Agreement has been duly authorized by the parties
hereto and is effective upon execution:
THE COMPANY
ARAMEX INTERNATIONAL, LIMITED
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
Name: Xxxx Xxxxxxxx
Title: President and Chief Executive Officer
THE PURCHASER
AIRBORNE FREIGHT CORPORATION
Name:
Title:
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