EXHIBIT 7.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 10th day
of October, 2003 by and between XXXX X. XXXXXX (the "Seller") and NORWEST EQUITY
PARTNERS IV, L.P. (the "Purchaser").
RECITALS
WHEREAS, on July 10, 2003 (the "Prior Sale Date") the Purchaser sold to the
Seller One Million, Two Hundred Twenty-One Thousand, Four Hundred Eighty-Seven
(1,221,487) shares of the common stock of NVE Corporation (the "Shares"), with
offices at 00000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000 pursuant to
that certain Stock Purchase Agreement between the Purchaser and the Seller,
dated as of the Prior Sale Date (the "Purchase Agreement");
WHEREAS, the Shares were purchased under the Purchase Agreement with a
Non-Recourse Promissory Note, dated as of the Prior Sale Date (the "Note")
issued in favor of the Purchaser; and
WHEREAS, the Seller desires to sell the Shares to the Purchaser, and the
Purchaser desires to repurchase the Shares from the Seller for an amount equal
to the total indebtedness represented by the Note as of the date of this
Agreement, and on the terms and conditions hereinafter set forth.
WITNESSETH:
NOW, THEREFORE, in consideration of the covenants and agreements herein set
forth and in reliance on the representation contained herein, the parties hereby
agree as follows:
Section 1 Purchase and Sale of Stock.
1.1 Method of Transfer. Seller hereby agrees to sell, transfer,
assign and deliver to the Purchaser and Purchaser agrees to acquire the
Shares, free and clear of all liens, charges and encumbrances.
1.2 Purchase Price & Method of Payment. The Purchase Price shall be
paid by the cancellation of the Note by the Purchaser.
1.3 Settlement & Closing. The closing hereunder, including
cancellation of the Note, shall occur at the office of the Seller, or at
such other time and place as the parties may mutually agree. At closing,
Seller shall deliver or cause to be delivered to Purchaser stock
certificates endorsed in blank or accompanied by duly endorsed stock
powers, the aggregate of such certificates representing the stock of the
company and all other instruments and Purchaser shall deliver the Note.
Section 2. Representations.
(a) In connection with the purchase of the Shares, Purchaser agrees
(i) to assume and be bound by any and all restrictions and obligations with
respect to the Shares, whatever those may be and (ii) that at any time and
from time to time Purchaser will promptly execute and deliver such further
instruments and documents and take such further action as may be reasonably
required in order to carry out the full intent and purpose of this
Agreement.
(b) In connection with the sale of the Shares, Seller represents to
the Purchaser that it has full power and authority to sell, assign and
transfer the Shares to the Purchaser, free and clear of all liens, claims,
and encumbrances and that the Shares are not subject to any adverse claim.
Section 3. Miscellaneous.
(a) Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed telex or facsimile
if sent during normal business hours of the recipient, and if not during
normal business hours of the recipient, then on the next business day, (c)
five (5) calendar days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) business
day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the other party hereto at such party's
address hereinafter set forth on the signature page hereof, or at such
other address as such party may designate by ten (10) days advance written
notice to the other party hereto.
(b) Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. The
parties agree that any action brought by either party to interpret or
enforce any provision of this Agreement shall be brought in, and each party
agrees to, and does hereby, submit to the jurisdiction and venue of, the
appropriate state or federal court for the district encompassing the
Sellers' principal place of business.
(c) Entire Agreement; Amendment. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter
hereof and supersedes and merges all prior agreements or understandings,
whether written or oral. This Agreement may not be amended, modified or
revoked, in whole or in part, except by an agreement in writing signed by
each of the parties hereto.
(d) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement
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for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement
shall be enforceable in accordance with its terms.
(e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written
SELLER:
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Address: 0000 Xxxxxx Xxxxxx
Xx. Xxxx, XX 00000
PURCHASER:
NORWEST EQUITY PARTNERS IV, L.P.
By: ITASCA PARTNERS, LLP
By /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Title: Managing Partner
Address: 0000 XXX Xxxxxx, 00 X. 0/xx/ Xxxxxx
Xxxxxxxxxxx, XX 00000
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