STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (the “Agreement”) is made and entered into as
of October 11, 2007 between NL Industries, Inc., a Delaware corporation
(“Seller”), and Valhi, Inc., a Delaware corporation
(“Valhi”).
Recitals
Seller
wishes to sell 800,000 shares (the “Shares”) of the common stock, $0.01
par value per share, of Titanium Metals Corporation owned by Seller, to Valhi,
and Valhi wishes to purchase the Shares, on the terms and subject to the
conditions of this Agreement (the “Transaction”).
Agreement
The
parties agree as follows:
ARTICLE I.
THE
TRANSACTION
Section 1.1. Purchase
and Sale of Shares. Against payment of the purchase
price therefor as specified in Section 1.2, Seller hereby
sells, transfers, assigns and delivers to Valhi the Shares. The
Shares will be delivered electronically to Valhi.
Section 1.2. Purchase
Price and Payment. Valhi hereby purchases all of the
Shares for a purchase price of $33.50 per Share in cash, payment for which
is
hereby made by means of a transfer of $26.8 million to an account specified
by
Seller.
ARTICLE II.
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
Seller
hereby represents and warrants to Valhi as of the date of this Agreement as
follows:
Section 2.1. Authority. It
is a corporation validly existing and in good standing under the laws of the
state of its incorporation. It has full corporate power and
authority, without the consent or approval of any other person, to execute
and
deliver this Agreement and to consummate the Transaction. All
corporate action required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement has been duly and properly
taken.
Section 2.2. Validity. This
Agreement is duly executed and delivered by it and constitutes its lawful,
valid
and binding obligation, enforceable in accordance with its terms. The
execution and delivery of this Agreement and the consummation of the Transaction
by it are not prohibited by, do not violate or conflict with any provision
of,
and do not result in a default under (a) its charter or bylaws; (b) any material
contract, agreement or other instrument to which it is a party or by which
it is
bound; (c) any order, writ, injunction, decree or judgment of any court or
governmental agency applicable to it; or (d) any law, rule or regulation
applicable to it, except in each case for such prohibitions, violations,
conflicts or defaults that would not have a material adverse consequence to
the
Transaction.
Section 2.3. Ownership
of Shares. It is the record and beneficial owner of the
Shares and upon consummation of the transactions contemplated by this Agreement,
Valhi will acquire good and marketable title to the Shares, free and clear
of
any liens, encumbrances, security interests, restrictive agreements, claims
or
imperfections of any nature whatsoever, other than restrictions on transfer
imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
Valhi
hereby represents and warrants to the Seller as of the date of this Agreement
as
follows:
Section 3.1. Authority. It
is a corporation validly existing and in good standing under the laws of the
State of Delaware. It has full corporate power and authority, without the
consent or approval of any other person, to execute and deliver this Agreement
and to consummate the Transaction. All corporate and other actions required
to
be taken by or on behalf of it to authorize the execution, delivery and
performance of this Agreement have been duly and properly taken.
Section 3.2. Validity. This
Agreement is duly executed and delivered by it and constitutes its lawful,
valid
and binding obligation, enforceable in accordance with its terms. The execution
and delivery of this Agreement and the consummation of the Transaction by it
are
not prohibited by, do not violate or conflict with any provision of, and do
not
result in a default under (a) its charter or bylaws; (b) any material contract,
agreement or other instrument to which it is a party or by which it is bound;
(c) any order, writ, injunction, decree or judgment of any court or governmental
agency applicable to it; or (d) any law, rule or regulation applicable to it,
except in each case for such prohibitions, violations, conflicts or defaults
that would not have a material adverse consequence to the
Transaction.
Section 3.3. Purchase
for Investment. It is purchasing the Shares sold and
delivered to it hereunder for investment solely for its own account and not
with
a view to, or for resale in connection with, the distribution
thereof. It understands that such Shares are restricted securities
under the Securities Act of 1933, as amended (the “Securities Act”),
and that such Shares must be held indefinitely unless they are registered under
the Securities Act and any applicable state securities or blue sky laws or
an
exemption from such registration is available.
Section 3.4. Nature
of Purchaser. It has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits
and
risks of the purchase of the Shares.
ARTICLE IV.
GENERAL
PROVISIONS
Section 4.1.
Survival. The representations and warranties set forth
in this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein. The covenants
and other agreements set forth in this Agreement shall terminate on the tenth
anniversary of this Agreement.
Section 4.2. Amendment
and Waiver. No amendment or waiver of any provision of
this Agreement shall in any event be effective unless the same shall be in
a
writing referring to this Agreement and signed by the parties hereto, and then
such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
Section 4.3. Parties
and Interest. This Agreement shall bind and inure to
the benefit of the parties named herein and their respective heirs, successors
and assigns.
Section 4.4. Entire
Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.5. Applicable
Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the
State of Delaware or any other jurisdiction) that would cause the application
of
the laws of any jurisdiction other than the State of Delaware.
Section 4.6. Severability. If
any provision of this Agreement is found to violate any statute, regulation,
rule, order or decree of any governmental authority, court, agency or exchange,
such invalidity shall not be deemed to effect any other provision hereof or
the
validity of the remainder of this Agreement and such invalid provision shall
be
deemed deleted to the minimum extent necessary to cure such
violation.
Section 4.7. Notice. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be sent by registered or certified mail, postage prepaid
as
follows:
If
to the
Seller: NL
Industries, Inc.
0000
XXX
Xxxxxxx
Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000-0000
Attention: General
Counsel
If
to the
Purchaser: Valhi,
Inc.
0000
XXX
Xxxxxxx
Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000-0000
Attention: General
Counsel
Section 4.8. Headings. The
sections and other headings contained in this Agreement are for reference
purposes only and shall not effect in any way the meaning or interpretation
of
this Agreement.
Section 4.9. Expenses. Except
as otherwise expressly provided herein, each party to this Agreement shall
pay
its own costs and expenses in connection with the transactions contemplated
hereby.
The
parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.
|
|
NL
Industries, Inc.
|
|
|
|
By:
/s/ Xxxxxxx X. Xxxxxxxx
|
|
|
Xxxxxxx X. Xxxxxxxx, Vice
President
|
|
|
Valhi,
Inc.
|
|
|
|
By:
/s/ Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx X. Xxxxxx,
President
|
