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EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
This Agreement made as of this 13th day of July, 1998, by and between Xxxxx X.
Xxx (the "Seller") and Xxx Global Energy Fund, L.P. (the "Purchaser").
R E C I T A L S
A. Seller currently is the beneficial owner of 290,900 shares of
common stock, par value $.15625 per share (the "Shares") of Toreador Royalty
Corporation (the "Company"); and
B. Seller and Purchaser have come to an agreement respecting the fair
value of the Shares taking into account several relevant factors; and
C. Seller wishes to sell, and Purchaser wishes to buy, the Shares on
the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants and
undertaking of the parties, it is agreed as follows:
ARTICLE I - STOCK PURCHASE
1.01. Purchase and Sale of Shares. As of the date hereof, Seller hereby
sells and Purchaser hereby purchases from Seller 100,000 Shares. In addition, on
the Closing Date (as hereinafter defined), Seller hereby agrees to sell and
Purchaser hereby agrees to purchase from Seller 190,900 Shares, constituting the
remaining beneficial ownership interest of Seller in the Company. The Shares
constitute approximately 5.65% of the issued and outstanding shares of common
stock of the Company.
1.02 Purchase Price. The purchase price per share is $3.375 and the
aggregate purchase price for the Shares is $981,787.50 (the "Purchase Price").
On the date hereof, in consideration for the Shares, and against delivery of
63,000 Shares, $212,625.00 is being paid by Purchaser to Seller by cashier's
check. Also on the date hereof, Seller shall have taken all action necessary or
required to cause his individual retirement rollover account (the "XXX") held at
Xxxxxxxxx & Co., Inc. to sell to Purchaser 37,000 Shares for $124,875.00. The
remainder of the Purchase Price shall be paid by Purchaser to Seller on the
Closing Date against delivery of the remaining 190,900 Shares pursuant to that
certain Promissory Note attached hereto as Exhibit A and incorporated herein for
all purposes.
1.03 Delivery of Shares. As of the date hereof, Seller is delivering to
Purchaser stock certificate(s) representing 63,000 Shares, duly endorsed in
blank for transfer, and the XXX is selling 37,000 Shares to Purchaser subject to
customary settlement procedures. On the Closing Date, Seller shall deliver to
Purchaser stock certificate(s) representing the remaining 190,900 Shares, duly
endorsed in blank for transfer. If on the Closing Date the 190,900 Shares are
held by Seller in book-entry form, in lieu of physical delivery of stock
certificate(s), Seller shall have
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taken all action required by the Depository Trust Company, Cede & Co. or
otherwise to effectuate the transfer of the Shares in accordance with the terms
hereof, to the reasonable satisfaction of Purchaser. In accordance with the
terms of the Promissory Note, on the Closing Date and to secure Purchaser's
payment of the Promissory Note, Purchaser shall pledge to Seller the 190,900
Shares delivered to Purchaser as of the Closing Date in accordance with the
terms of that certain Collateral Pledge Agreement attached hereto as Exhibit B
and incorporated herein by reference.
1.04 Closing. As used herein, "Closing Date" means Friday, July 17,
1998 at 10:00 a.m., Dallas, Texas time or such other date and time as is
mutually agreed to by the parties hereto. The closing of the transactions
contemplated hereby shall occur at the offices of Xxxxxx and Xxxxx, LLP, 0000
XxxxxxxXxxx Xxxxx, Xxxxxx, Xxxxx 00000.
1.05 Representations and Warranties of Seller. Seller represents and
warrants to Purchaser that:
(a) Seller is the sole beneficial owner of the Shares, free and clear
of any charge, claim, community property interest, condition, equitable
interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute
of ownership;
(b) the Shares have been duly authorized and validly issued and are
fully paid, nonassessable and not subject to any preemptive rights;
(c) this Agreement and the Collateral Pledge Agreement each constitute
the legal, valid, and binding obligations of Seller and are enforceable
against him in accordance with their terms;
(d) Seller has the absolute and unrestricted right, power, authority,
and capacity to execute this Agreement and the Collateral Pledge
Agreement and to perform his obligations in accordance with the terms
thereof;
(e) this Agreement and the Collateral Pledge Agreement will not result
in any violation of any of the terms and provisions of any other
agreement, including Seller's divorce decree, to which Seller is a
party or to which Seller may otherwise be bound, or of any law, rule,
regulation, judgment, writ, injunction, order or decree governing or
affecting the Shares;
(f) no authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency
or other person are necessary for the execution, delivery or
performance of the sale of the Shares contemplated hereby, or the
validity or enforceability thereof assuming for these purposes that the
representations and warranties of Purchaser set forth in Section 1.06
of this Agreement are true and correct;
(g) Seller has not been granted any rights, proxies or options to
purchase or vote the Shares; and
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(h) Seller made a full, complete and informed analysis and judgment
regarding the fairness and reasonableness of the Purchase Price. Seller
believes and affirms that the Purchase Price reflects a fair and
reasonable value for his Shares in the Company at the present time.
1.06 Representations and Warranties of Purchaser. Purchaser
represents and warrants that:
(a) this Agreement, the Promissory Note and the Collateral Pledge
Agreement will not result in any violation of any of the terms and
provisions of any other agreement to which Purchaser is a party or to
which Purchaser may otherwise be bound, or of any law, rule,
regulation, judgment, writ, injunction, order or decree governing or
affecting the Shares;
(b) Purchaser has the absolute and unrestricted right, power,
authority, and capacity to execute this Agreement, the Promissory Note
and the Collateral Pledge Agreement and to perform its obligations in
accordance with their respective terms;
(c) Purchaser is acquiring the Shares for its own account for
investment and not with a view to, or for sale or other disposition in
connection with, any distribution of all or any part thereof, except
(i) in an offering covered by a registration statement filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act") covering the Shares or (ii) pursuant to
an applicable exemption under the Securities Act. In acquiring the
Shares, Purchaser is not offering or selling, and will not offer or
sell, for the Company in connection with any distribution of the
Shares, and Purchaser does not have a participation and will not
participate in any such undertaking or in any underwriting of such an
undertaking except in compliance with applicable U.S. federal and state
securities laws;
(d) Purchaser or its representatives have been furnished with
information regarding the Company and its business, assets, results of
operations and financial condition, and Purchaser or its
representatives have had an opportunity to ask questions of and receive
answers from the Company regarding the Company and its business,
assets, results of operations and financial condition and the terms and
conditions of the issuance of the Shares;
(e) Purchaser is able to fend for itself, can bear the economic risk of
an investment in the Shares, and has such knowledge and experience in
financial and business matters that Purchaser is capable of evaluating
the merits and risks of an investment in the Shares;
(f) Purchaser acknowledges that the Shares were not offered to it by
means of publicly disseminated advertisements of sales literature, nor
is Purchaser aware of any offers made to other persons by such means;
(g) Purchaser acknowledges that the Shares have not been registered
pursuant to the Securities Act or any applicable state securities laws
and as such will be characterized as "restricted securities" under the
federal securities laws, and that under such laws and applicable
regulations, the Shares cannot be sold or otherwise disposed
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of without registration under the Securities Act or an exemption
therefrom. Neither Seller nor the Company is obligated to register or
cause the registration of the Shares under the Securities Act.
Purchaser is familiar with Rule 144 promulgated under the Securities
Act, as currently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Stop transfer instructions
may be issued to the transfer agent for securities of the Company in
connection with the Shares;
(h) Purchaser acknowledges that certificates evidencing the Shares
shall bear a legend indicating that the Shares have not been registered
under applicable U.S. federal and state securities laws and referring
to the restrictions on transferability and sale of the Shares;
(i) Purchaser acknowledges that Seller has relied and will rely on the
statements of Purchaser in this Agreement with respect to the
availability of an exemption from registration of the offering and sale
of the Shares under the Securities Act and applicable state securities
laws; and
(j) Purchaser affirms and believes that the Purchase Price reflects a
fair and reasonable value for the Shares at the present time given the
nature of this sale and the terms and conditions hereof.
1.07 Survival; Right to Indemnification. All representations,
warranties, covenants, and obligations in this Agreement, the Promissory Note
and the Collateral Pledge Agreement, and any other certificate or document
delivered pursuant to this Agreement shall survive the Closing Date. The right
to indemnification, payment of damages or other remedy based on such
representations, warranties, covenants, and obligations shall not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or inaccuracy of or compliance with, any such representation, warranty,
covenant, or obligation. The waiver of any condition based on the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, shall not affect the right to indemnification, payment
of damages, or other remedy based on such representations, warranties,
covenants, and obligations.
1.08 Indemnification and Payment of Damages by Seller. Seller shall
indemnify and hold harmless Purchaser for, and shall pay to Purchaser the amount
of, any loss, liability, claim, damage (other than incidental and consequential
damages), expense (including costs of investigation and defense and reasonable
attorneys' fees) or diminution of value, whether or not involving a third-party
claim (collectively, "Damages"), arising, directly or indirectly, from or in
connection with any breach of any representation, warranty, covenant or
obligation made by Seller in this Agreement, the Promissory Note, the Collateral
Pledge Agreement, or any other certificate or document delivered by Seller
pursuant to this Agreement. The remedies provided in this section shall not be
exclusive of or limit any other remedies that may be available to Purchaser. In
no event shall the indemnification provided for herein and other damages paid by
Seller to Purchaser pursuant to the terms and provisions hereof and the
transactions contemplated hereby (including without limitation those available
under Section 1.07 hereof), in the aggregate exceed the Purchase Price.
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1.09 Indemnification and Payment of Damages by Purchaser. Purchaser
shall indemnify and hold harmless Seller for, and shall pay to Seller the amount
of, any loss, liability, claim, damage (other than incidental and consequential
damages), expense (including costs of investigation and defense and reasonable
attorneys' fees) or diminution of value, whether or not involving a third-party
claim (collectively, "Damages"), arising, directly or indirectly, from or in
connection with any breach of any representation, warranty, covenant or
obligation made by Purchaser in this Agreement, the Promissory Note, the
Collateral Pledge Agreement, or any other certificate or document delivered by
Purchaser pursuant to this Agreement. The remedies provided in this section
shall not be exclusive of or limit any other remedies that may be available to
Seller. In no event shall the indemnification provided for herein and other
damages paid by Purchaser to Seller pursuant to the terms and provisions hereof
and the transactions contemplated hereby (including without limitation those
available under Section 1.07 hereof), in the aggregate exceed the Purchase
Price.
ARTICLE II - MISCELLANEOUS
2.01 Governing Law. THIS STOCK PURCHASE AGREEMENT SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
2.02 Titles and Subtitles. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
2.03 Assignment. This Agreement shall be binding upon and inure to the
benefit of Purchaser, its successors and assigns, and to the benefit of Seller,
his heirs and legal representatives.
2.04 Entire Agreement. This Agreement expresses the entire agreement
between Seller and Purchaser with reference to the subject matter hereof.
2.05 Brokerage and Attorneys' Fees. Each party shall pay its own
brokerage fees in connection with the sale contemplated herein of 37,000 Shares
held by the XXX. Except as otherwise expressly provided in this Agreement, each
party shall bear its respective fees and expenses in connection with this
Agreement and the transactions contemplated hereby. If either party should file
a lawsuit against the other to enforce any right such party has hereunder, the
prevailing party shall also be entitled to recover a reasonable attorneys' fee
and costs of suit in addition to any other relief awarded such prevailing party.
2.06 Notices. Any and all notices permitted or required to be given or
received under this Agreement and any and all agreements and documents
contemplated hereby, may be delivered personally or given by mail, or given by
express courier or by facsimile transmission, addressed or transmitted to the
appropriate party or parties at the address or transmission number set forth
below and shall be effective (i) in the case of personal delivery, when received
(ii) in the case of mail or express courier, the actual receipt by the
addressee; and (iii) in the case of telex or facsimile notices, when received.
The parties may change their respective addresses and transmission numbers by
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written notice to all other parties, sent as provided in this
Section 2.06. All notices must be in writing and properly addressed as follows:
If to Seller:
Xxxxx X. Xxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to Purchaser:
Xxx Global Energy Fund, L.P.
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
2.07 Legal Counsel. Each of the undersigned has read this Agreement,
has had the opportunity to consult with legal counsel concerning the matters
contained herein, and has either obtained legal counsel with respect to such
matters and the execution of this Agreement, or has voluntarily waived such
right.
2.08 Termination. This Agreement may, by written notice given prior to
or on the Closing Date, be terminated by either Purchaser or Seller if either
(i) the closing has not occurred (other than through the failure of any party
seeking to terminate this Agreement to comply fully with its or his obligations
under this Agreement) on or before August 17, 1998 or (ii) a material breach of
any provision of this Agreement has been committed by the other party and such
breach has not been waived in writing.
2.09 Grant of Proxy. At the request of Purchaser, Seller shall grant to
Purchaser an irrevocable proxy to vote the Shares at the Annual Meeting of
Shareholders scheduled on July 23, 1998 or for such other purpose as Purchaser
shall, in its sole discretion, deem necessary or appropriate so long as the
proxy is in conformance with applicable law.
2.10 Distributions. Prior to the Closing Date, Purchaser shall have the
right to receive any and all dividends or other distributions paid or payable
prior to the Closing Date with respect to the Shares, regardless of the record
date therefore.
2.11 Further Assurances. The parties hereby agree to execute and
deliver to each other such other documents and instruments and to do such other
acts and things as may be necessary to effectuate the purpose and intent of this
Agreement and the transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
SELLER:
/s/ XXXXX X. XXX
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Xxxxx X. Xxx
PURCHASER:
XXX GLOBAL ENERGY FUND, L.P.
By: Gralee Partners, L.P., its general partner
By: Gralee Capital Corp., its general
partner
/s/ G. XXXXXX XXXXXX, III
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G. Xxxxxx Xxxxxx, III, President
