STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
STOCK PURCHASE AGREEMENT (this “Agreement”)
is
made and entered into as of January 29, 2007, by and between Ambassadors Group,
Inc., a Delaware Corporation (the “Purchaser”),
and
Invemed Catalyst Fund, L.P., a Delaware limited partnership (the “Seller”),
with
reference to the following:
WHEREAS,
the Seller owns shares of common stock in the Purchaser, par value $0.01 per
share; and
WHEREAS,
the Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, 1,200,001 of such shares (“Shares”).
NOW,
THEREFORE, in consideration of the conditions and promises herein contained,
and
subject to the terms and conditions of this Agreement, the parties hereto agree
as follows:
1. Sale,
Purchase and Closing.
1.1 At
the
Closing (defined herein) and subject to the terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Seller, and the Seller
agrees to sell to the Purchaser, all right, title and interest in the Shares.
1.2 At
the
Closing, the Purchaser shall pay an aggregate purchase price of $32,952,027.46
(the “Purchase
Price”),
constituting $27.46 per Share.
1.3 The
purchase and sale of the Shares (the “Closing”)
shall
take place at 2:00 p.m. (local time) on February 1, 2007 (“Closing
Date”),
at
the offices of Loeb & Loeb LLP, 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, or at such other place and time as the Seller and
the
Purchaser shall mutually agree.
2. Representations
and Warranties of Sellers.
The
Seller represents and warrants the following:
2.1 The
Seller is the owner of record and holds good and valid title to the Shares,
and
the Shares are free of any and all liens, encumbrances, mortgages, deeds of
trust, pledge, assignment, security interests or transfer restrictions other
than those specified herein.
2.2 The
Seller has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby including,
without limitation, the authority to transfer the Shares to the Purchaser,
and
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
3. Representations
and Warranties of Purchaser.
The
Purchaser represents and warrants
to each and all of the Sellers as follows:
3.1 The
Purchaser has all requisite power and authority (corporate and otherwise) to
execute, deliver and perform this Agreement and the transactions contemplated
hereby, and the execution, delivery and performance by the Purchaser of this
Agreement has been duly authorized by all requisite action by the
Purchaser.
3.2 The
Purchaser acknowledges and agrees that neither the Seller, nor any of its
respective representatives, affiliates and/or agents, has made any
representation or warranty to the Purchaser about the Purchaser or the Shares
other than those representations and warranties set forth in this Agreement,
and
that the Purchaser has not relied upon any other representation or warranty,
express or implied, in purchasing the Shares.
4. Conditions
Precedent to Each Party’s Obligations.
4.1 The
obligation of the Seller to consummate the Closing shall be subject to the
satisfaction (or waiver by the Sellers) of the following conditions on or prior
to the Closing Date: (i) the representations and warranties of the
Purchaser contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made on, as of and with reference to
the
Closing Date (except to the extent such representations and warranties
specifically relate to a prior date); and (ii) the Seller shall have
received the Purchase Price in cash by wire transfer to an account to be
designated by the Seller at least 24 hours prior to the Closing.
4.2 The
obligation of the Purchaser to consummate the Closing shall be subject to
satisfaction (or waiver by the Purchaser) of the following conditions on or
prior to the Closing Date: (i) the representations and warranties of the
Seller contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date was the same effect as though such
representations and warranties had been made on, as of and with reference to
the
Closing Date (except to the extent such representations and warranties
specifically relate to a prior date); and (ii) the Purchaser shall have
received from the Seller the certificate(s) representing the Shares.
5. Miscellaneous.
5.1 No
party
hereto shall be obligated to pay any commission, brokerage fee or finder’s fee
based on any alleged agreement or understanding between any such party and
a
third person in respect of the transactions contemplated hereby.
5.2 No
party
may sell, license, transfer or assign (by operation of law or otherwise) any
of
such party’s rights or interests in this Agreement or delegate such party’s
duties or obligations under this Agreement, in whole or in part, without the
prior written consent of the other party. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
-2-
5.3 This
Agreement, including any and all exhibits hereto, constitutes the entire
agreement between the parties hereto. The provisions of this Agreement supersede
all previous communications, negotiations, representations or agreements, either
oral or written, with respect to any transaction relating to or arising from
this Agreement or terms described herein. This Agreement may be modified or
amended only by a written document executed by all parties.
5.4 This
Agreement may be executed in any number of counterparts, and each such
counterpart of this Agreement shall be deemed to be an original instrument,
but
all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.
5.5 All
representations and warranties made by any party in connection with any
transaction contemplated by this Agreement shall survive the execution and
delivery of this Agreement, the performance or consummation of any transaction
described in this Agreement, and the termination of this Agreement.
5.6 That
certain letter agreement, dated July 29, 2003, between the Purchaser and the
Seller, which provided for, among other things, certain rights of the Seller
to
designate a member to Purchaser’s Board of Directors, is hereby terminated, and
neither party shall have any rights or obligations thereunder.
[Signatures
on the following page]
-3-
INVEMED
CATALYST FUND, L.P.
By: Invemed
Catalyst GenPar, LLC
its
general partner
By: Gladwyne
Catalyst GenPar, LLC
its
managing member
/s/ Xxxxxxx Present
Name: Xxxxxxx
Present
Title:
Member
AMBASSADORS
GROUP, INC.
/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Chief
Executive Officer