1
Exhibit 99.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of
December 12, 1996 by and between Xxxxxxx X. Xxxxxxxx (the "SELLER"), having an
address at 00 Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and Kirtland Capital
Partners II, L.P. (the "Purchaser"), an Ohio limited partnership, having an
address at 0000 XXX Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxx 00000 -
Attention: Xxxxxxx X. Xxxxxxxxx:
W I T N E S S E T H:
--------------------
WHEREAS, the Seller owns an aggregate of 496,666 shares of Common
Stock, $.O1 par value of PVC Container Corporation's issued and outstanding
Common Stock ("PVC"); and
The Purchaser and the Seller have agreed on the terms upon which the
Seller shall sell 100,000 shares of the Common Stock of PVC (the "PURCHASED
SHARES") and Purchaser shall purchase the Purchased Shares.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the parties hereto agree as follows:
1. PURCHASE AND SALE. Subject to the terms, provisions and conditions
contained in this Agreement, the Seller agrees to sell, assign, transfer and
deliver to Purchaser at the Closing and Purchaser agrees to purchase the
Purchased Shares.
2. CONSIDERATION. In consideration for the Purchased Shares, the
Purchaser shall pay to the Seller the aggregate principal sum of $400,000 (the
"PURCHASE
2
PRICE"). Such Purchase Price shall be payable subject to paragraph 3 hereof to
the Seller on January 3, 1997 by wiring the Purchase Price to the Seller's
account at:
Summit Bank
---------------------------------
Bank
977104737
---------------------------------
Acct. No.
Hackensack, New Jersey
---------------------------------
Address of Bank
000000000
---------------------------------
ABA Routing No. of Bank
3. CLOSING. The closing of the transactions contemplated hereby
("Closing") shall occur subject to and only in the event of the closing of a
transaction by and among the Purchaser, PVC and Xxxxx Anstalt pursuant to the
terms and conditions of a Stock Purchase Agreement dated December 3, 1996 among
the Purchaser, PVC and Xxxxx Anstalt.
4. DOCUMENTS DELIVERED AT CLOSING. At the Closing, the Seller will
deliver, or cause to be delivered to Purchaser a certificate or certificates
representing the Purchased Shares, with all necessary stock transfer tax stamps
attached, duly endorsed or accompanied by stock powers duly executed in blank
and the Purchaser will wire to the Seller's account the Purchase Price as
provided for in paragraph 2 hereof. The Purchaser may, at is option, allocate a
portion of the Purchased Shares to an affiliate thereof.
5. AUTHORITY RELATIVE TO THIS AGREEMENT. Each party hereto represents
to the other that they have full power and authority to execute and deliver this
Agreement and each agreement and instrument executed and/or delivered in
connection herewith and to consummate the transactions contemplated hereby.
-2-
3
6. TITLE TO PURCHASED SHARES. The Seller covenants and represents to
Purchaser that, he now has, and at the Closing will have good title to the
Purchased Shares free and clear of all pledges, security interests, liens,
charges, encumbrances, equities, claims and options of whatever nature
(collectively, "Liens"). The Seller additionally covenants that he shall take
such further actions as may be necessary (or refrain from the taking of action)
to ensure that at Closing there will be vested in Purchaser good title to the
Purchased Shares free and clear of all Liens.
7. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Ohio (regardless of the laws that might otherwise govern under
applicable New York principles of conflicts of law).
8. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein, and this Agreement supersedes all prior agreements and the
understandings between the parties with respect to such subject matter.
9. WAIVER. Waiver by any party of any breach of this Agreement or
failure to exercise any right hereunder shall not be deemed to be a waiver of
any other breach or right. Failure of any party to take action by reason of any
such breach or exercise any such right shall not deprive such party of the right
to take action at any time while such breach or condition giving rise to such
right to continues.
10. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the respective heirs, executors, administrators, successors and
assigns of the parties hereto.
-3-
4
11. 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 and the same instrument.
12. SPECIFIC PERFORMANCE. The parties hereto agree and declare that
remedies for monetary damages will be inadequate as a remedy for the breach of
any provision of this Agreement and that equitable relief, including specific
performance and injunctive relief, may be used to enforce the provisions of the
Agreement.
13. NOTICES. All notices shall be in writing and shall be deemed to
have been given three days after the registration if sent by registered mail,
postage prepaid, return receipt requested, or upon delivery by courier or upon
transmission by telecopy to the following addresses:
If to Purchaser:
Kirtland Capital Partners II, L.P.
0000 XXX Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Telecopy No. (000) 000-0000
with a copy to:
Xxxxx, Day, Xxxxxx & Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Xx.
Telecopy No. (000) 000-0000
-4-
5
If to Seller:
Xxxxxxx X. Xxxxxxxx
00 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
with a copy to:
Xxxx Marks & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telecopy No. (000) 000-0000
IN WITNESS WHEREOF, each of the parties hereto have signed this Stock
Purchase Agreement on the date first above written.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx, Seller
Kirtland Capital Partners II, L.P.
by: Kirtland Capital Corporation
Its General Partner
BY: /s/ Xxxxxxx XxXxxxxxx
----------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Treasurer
-5-
