EXHIBIT Q
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December
13, 2001, is made by and between Xxxx Xxxxxxxx ("Seller"), and Xxxxxxxx X.
Xxxxxxxx ("Purchaser").
BACKGROUND:
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Seller is the owner of Forty Eight Thousand One Hundred (48,100) shares
(the "Shares") of the Common Stock, $.10 par value, of AMREP Corporation, an
Oklahoma corporation (the "Company"). The Shares are represented by the
following four share certificates (collectively, the "Certificates"): (1)
certificate number XX 00000, representing Twenty Four Thousand Two Hundred
(24,200) of the Shares; (2) certificate number XX 00000, representing Eight
Thousand Five Hundred Sixty Five (8,565) of the Shares; (3) certificate number
XX 00000, representing Eight Thousand Nine Hundred Seventy Five (8,975) of the
Shares; and (4) certificate number XX 00000, representing Six Thousand Three
Hundred Sixty (6,360) of the Shares. Seller desires to sell the Shares.
Purchaser is willing to purchase the Shares from Seller, and Seller is willing
to sell the Shares to Purchaser, on the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
AGREEMENT
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1. Sale and Purchase of Shares:
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(a) At a closing to be held at the offices of Xxxxxxx Xxxxx &
Company, 000 Xxxx Xxxxxx, Xxxxxxxxxxxx Life Building, New York, NY, at 9:30
a.m., on January 4, 2002, or at such other place or on such other date or time
as the parties hereto shall mutually agree (the "Closing Date") Seller shall
sell, convey, transfer and deliver to Purchaser, and Purchaser shall purchase
from Seller, the Shares for an aggregate purchase price of $ 312,650.00 (the
"Purchase Price"), representing $6.50 for each share, payable in accordance with
Section 1(b) hereof.
(b) At the Closing, Seller shall deliver to Purchaser the
Certificates, representing all of the Shares to be transferred to Purchaser
hereby, duly endorsed in blank and with separate stock powers attached thereto
and executed in blank (in each case, with all signatures medallion guaranteed by
a financial institution that is a member of The Securities Transfer Association
Medallion Program, New York Stock Exchange Medallion Program or
Stock Exchange Medallion Program), and Purchaser shall pay the Purchase Price to
Seller by check or wire transfer of immediately available funds.
2. Representations and Warranties:
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(a) Seller hereby represents and warrants to Purchaser that:
(i) Seller is the lawful owner, beneficially and of record, of
the Shares, and has all necessary power and authority to cause the Shares to be
sold to Purchaser. Seller is conveying good and valid title to the Shares, free
and clear of any lien, claim, encumbrance or restriction of any kind.
(ii) Seller has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out her obligations hereunder.
Seller is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.
(iii) All negotiations relating to this Agreement have been
carried on by Seller directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Seller shall indemnify and hold
Purchaser harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Purchaser as a result of any dealings,
arrangements or agreements between Seller and any such person, firm, corporation
or entity.
(iv) Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made her decision to enter into this
Agreement after consideration and examination of facts and circumstances she
gathered independently, acknowledges that she has not received any information
regarding the Company from Purchaser and that she is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company or any plan or intention of Purchaser with respect
thereto, and irrevocably releases Purchaser from any such claim. Seller further
acknowledges that Purchaser may in the future purchase additional shares of the
Company at a purchase price and under terms different than those contained
herein.
(v) Seller is experienced in securities matters and in the buying
and selling of securities in public and private companies.
(b) Purchaser hereby represents and warrants to Seller the
following:
(i) Purchaser has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out his obligations hereunder.
Purchaser is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree,
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law, rule or regulation, which would be violated by this Agreement or the
purchase of the Shares. No authorization, consent or approval of any third party
is necessary for the consummation by Purchaser of the transactions contemplated
hereby.
(ii) Purchaser is acquiring the Shares solely for Purchaser's own
account and not with a view to, or for resale in connection with, any
distribution in violation of the Securities Act of 1933 (the "Securities Act")
or applicable state securities laws.
(iii) All negotiations relating to this Agreement have been
carried on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser shall indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.
3. Conditions to Closing:
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(a) The obligations of Seller under this Agreement are subject to
the conditions that (i) the representations and warranties of Purchaser set
forth in Section 2(b) hereof shall be true at and as of the Closing Date as
though such representations and warranties were made at and as of the Closing
Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the
Closing Date to the foregoing effect, in form substantially similar to Exhibit A
attached hereto.
(b) The obligations of Purchaser under this Agreement are subject to
the conditions that (i) the representations and warranties of Seller set forth
in Section 2(a) hereof shall be true at and as of the Closing Date as though
such representations and warranties were made at and as of the Closing Date, and
(ii) Seller shall have delivered to Purchaser a certificate, dated the Closing
Date to the foregoing effect, signed by an appropriate executive officer of
Seller, in form substantially similar to Exhibit B attached hereto.
4. Attorney-in-fact: Seller irrevocably constitutes and appoints
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Purchaser the true and lawful agent and attorney-in-fact of Seller with respect
to the Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for the Shares, or transfer ownership of the Shares on the account
books maintained by the Company's book-entry transfer facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to
himself or his designee (ii) present the Shares for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, all in accordance with the terms contained
herein.
5. Backup Withholding: Seller represents that she and the transactions
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contemplated herein are not subject to backup withholding or any other
withholding provisions of the Internal Revenue Code (the "Code"). Seller shall
provide Purchaser with appropriate proof certifying, as required by the Code and
Treasury Regulations, that she is not subject to any
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backup withholding. Seller further represents that her correct name, address,
social security number or employer identification number and any other
information required by the Code or IRS Treasury Regulations have been provided
on the requisite forms.
6. Knowing and Voluntary Waiver: Seller acknowledges that she has
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carefully read and fully understands all of the provisions and effects of this
Agreement; that Purchaser has advised Seller to consult with an attorney to
review and discuss all aspects of this Agreement prior to its execution; that
Seller is voluntarily entering into this Agreement; and that neither Purchaser,
nor any agent or attorney of Purchaser, made any representations or promises
concerning the terms or effects of this Agreement other than those made by
Purchaser herein. In addition, Seller has initialed each page of this Agreement.
7. Further Assurances: Seller and Purchaser each shall, at any time and
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from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, such further acts, assignments, transfers,
conveyances and assurances as may be reasonably necessary to further effectuate
the terms of this Agreement.
8. Expenses: Each party hereto shall pay his or her own expenses
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incidental to the carrying out of the provisions of this Agreement and the
consummation of the transactions contemplated hereby. Seller is solely
responsible for any and all payments, commissions or fees owed to any broker in
connection with the transactions contemplated hereby.
9. Successors and Assigns: All authority herein conferred or agreed to
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be conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of such party. Purchaser may assign his rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.
10. Severability: The invalidity or unenforceability of any particular
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provision, or part of any provision, of this Agreement shall not affect the
other provisions or parts hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions or parts were omitted.
11. Integration: This Agreement constitutes the entire agreement
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between the parties hereto with respect to the purchase and sale of the Shares
and supersedes all other prior agreements and understandings.
12. Counterparts: This Agreement may be executed in any number of
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counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.
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13. Governing Law: This Agreement shall be construed in accordance with
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and governed by the internal laws of the Commonwealth of Pennsylvania without
regard to otherwise applicable principals of conflicts of laws.
14. Specific Performance: Seller acknowledges that the Shares are
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unique and otherwise not available and acknowledges that in addition to any
other remedies, Purchaser may invoke any equitable remedies to enforce delivery
of the Shares hereunder, including, without limitation, an action or suit for
specific performance.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
SELLER
By:/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Address:
Social Security Number:
PURCHASER
By:/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
[Signature Page to Share Purchase Agreement - Xxxx Xxxxxxxx]
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Exhibit A
Closing Certificate
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Xxxxxxxx X. Xxxxxxxx ("Purchaser"), in connection with the closing
being held today pursuant to the Share Purchase Agreement dated December 13,
2001 (the "Agreement") by and among Xxxx Xxxxxxxx and Purchaser, hereby
certifies that:
1. The representations and warranties of Purchaser contained in the
Agreement were true and correct when made and are true and correct at and as of
the date hereof.
2. Purchaser has performed and complied in all material respects with
all of the agreements, covenants and conditions required by the Agreement to be
performed or complied with by Purchaser on or before the date hereof.
IN WITNESS WHEREOF, Purchaser has executed this certificate as of this
3rd day of January, 2002.
By:
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Xxxxxxxx X. Xxxxxxxx
Exhibit B
Closing Certificate
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Xxxx Xxxxxxxx ("Seller"), in connection with the closing being held
today pursuant to the Share Purchase Agreement dated December 13, 2001 (the
"Agreement") by and among Seller and Xxxxxxxx X. Xxxxxxxx, hereby certifies
that:
1. The representations and warranties of Seller contained in the
Agreement were true and correct when made and are true and correct at and as of
the date hereof.
2. Seller has performed and complied in all material respects with all
of the agreements, covenants and conditions required by the Agreement to be
performed or complied with by Seller on or before the date hereof.
IN WITNESS WHEREOF, Seller has executed this certificate as of this 3rd
day of January, 2002.
By:
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Xxxx Xxxxxxxx