Exhibit 2.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of April
26, 2001, between Xxxxxx X. Xxxxxxx ("Buyer") and P. Xxx Xxxxxxx (the
"Shareholder").
BACKGROUND INFORMATION
A. The Shareholder owns 50 common shares without par value
(the "Packard Shares"), of Xxxxxxxx Xxxx Corporation, an Ohio corporation
("CJC").
B. The Shareholder desires to sell, and Buyer desires to
purchase (the "Packard Share Purchase"), all of the Packard Shares for
the consideration described in Section 1, below.
STATEMENT OF AGREEMENT
The Buyer and the Shareholder (the "Parties") hereby acknowledge the
accuracy of the foregoing Background Information and hereby agree as follows:
Section 1. STOCK PURCHASE AND SALE. On the terms and subject to the
conditions described in this Agreement, the Shareholder shall sell, assign,
transfer, and deliver to Buyer, and Buyer shall purchase from the Shareholder,
all of the Packard Shares, for a total purchase price of $104,000 (the "Purchase
Price"), payable as follows:
(a) At the Closing (as defined in Section 2, below),
Buyer shall pay $44,000 to the Shareholder by certified or bank
cashier's check or wire transfer (the "Closing Payment");
(b) Not later than December 31, 2002, Buyer shall pay
$12,000 to the Shareholder by certified or bank cashier's check or
wire transfer;
(c) Not later than December 31, 2003, Buyer shall pay
$12,000 to the Shareholder by certified or bank cashier's check or
wire transfer;
(d) Not later than December 31, 2004, Buyer shall pay
$12,000 to the Shareholder by certified or bank cashier's check or
wire transfer;
(e) Not later than December 31, 2005, Buyer shall
pay $12,000 to the Shareholder by certified or bank cashier's
check or wire transfer; and
(f) Not later than December 31, 2006, Buyer shall pay
$12,000 to the Shareholder by certified or bank cashier's check or
wire transfer.
Section 2. CLOSING. The closing of the Packard Share Purchase
(the "Closing") is being held on the date of this Agreement (the "Closing Date")
and concurrently with the execution of this
Agreement; provided that the Closing shall be effective as of 12:01 a.m. on the
Closing Date, unless otherwise agreed to in writing by the Parties.
Section 3. TRANSFER DOCUMENTS. At the Closing, the Shareholder shall
assign and transfer the Packard Shares to the Buyer by delivering to the
Buyer all stock certificates evidencing the Packard Shares, together with a
stock power relating to the Packard Shares duly executed by the Shareholder
in the form agreed upon by the Parties.
Section 4. REPRESENTATIONS AND WARRANTIES. The Shareholder represents
and warrants to the Buyer that: (a) he is the sole legal and beneficial owner
of the Packard Shares; (b) he owns the Packard Shares free and clear of any
and all liens, encumbrances and claims of any party; (c) he has the right to
sell and transfer the Packard Shares to the Buyer in accordance with this
Agreement without the consent or agreement of any other party; (d) the
Packard Shares represent all of the common shares or other securities of the
Company, of any class, owned by him.
Section 5. NOTICES. Any notice or other communication required or
desired to be given to either Party under this Agreement shall be in writing
and shall be deemed given when delivered personally to that Party, telecopied
(which is confirmed) to that Party at the telecopy number for that Party set
forth below, or deposited in the United States certified mail, with postage
prepaid, addressed to that Party at the address set forth below or delivered
to Federal Express or some other nationally recognized overnight delivery
service for delivery to that Party at such address on the next business day:
(a) If to the Shareholder:
P. Xxx Xxxxxxx
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(b) If to the Buyer:
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Telecopy No.: __________________
With a copy to:
Xxxxxx, Xxxxxxxx & Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
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Either Party may change its address for notices under this Agreement
at any time by giving the other Party notice of that change.
Section 6. EXECUTION OF DOCUMENTS. Each Party shall execute,
acknowledge or verify, and deliver any and all documents which from time to time
may be reasonably requested by the other Party to carry out the purposes and
intent of this Agreement.
Section 7. GOVERNING LAW. All questions concerning the validity or
meaning of this Agreement or relating to the rights and obligations of the
Parties with respect to performance under this Agreement shall be construed and
resolved under the laws of the State of Ohio.
Section 8. CAPTIONS. The captions of the various sections of this
Agreement are not part of the context of this Agreement, are only labels to
assist in locating those sections, and shall be ignored in construing this
Agreement.
Section 9. SUCCESSORS. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by and against the respective successors
and assigns of each Party.
Section 10. COMPLETE AGREEMENT. This document contains the entire
agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior or contemporaneous discussions, negotiations,
representations or agreements relating to the subject matter of this
Agreement. No changes to this Agreement shall be made or be binding on either
Party unless made in writing and signed by each Party.
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XXXXXX X. XXXXXXX P. XXX XXXXXXX
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