EXHIBIT 6
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 26th day of January, 1996
BETWEEN
(1) PH PROPERTY DEVELOPMENT COMPANY, a Delaware corporation
("Seller"); and
(2) XXXXXX X. XXXXXX ("Purchaser")
WHEREAS
(A) On June 5, 1995, Seller became the beneficial owner of 223,210
shares (collectively, the "Sale Shares") of common stock, par
value $0.01 per share, of International American Homes, Inc. (the
"Company").
(B) Seller wishes to sell and the Purchaser wishes to purchase the
Sale Shares on the terms and subject to the conditions of this
Agreement.
NOW, THEREFORE, IT IS HEREBY agreed as follows:
(1) Sale and Purchase of Shares
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Subject to the terms and conditions of this Agreement, Seller
shall sell and transfer to Purchaser, and Purchaser shall purchase
from Seller, the Sale Shares free from any lien, option, charge and
encumbrance, right of preemption or any other third party right and
together with all benefits and rights attached thereto.
(2) Purchase Price
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The total consideration for the sale of all of the Sale Shares
(the "Purchase Price") shall be Two Hundred Twenty-Three Thousand Two
Hundred and Ten Dollars ($223,210) payable in cash at the Closing.
(3) Closing
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Subject to the satisfaction of each of the conditions set forth
in Section 4, the closing of the sale and purchase of the Sale Shares
hereunder (the "Closing") shall take place at the
offices of the Seller at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx
00000 (or at such other place as the parties may agree in writing) at
11:00 a.m., Eastern Standard Time, on January 26th, 1996 (the "Closing
Date").
(4) Conditions of Closing
---------------------
The obligations of Seller to sell, and Purchaser to purchase, all
of the Sale Shares is subject to the condition that there shall not be
in effect any injunction or restraining order issued by a court of
competent jurisdiction barring the consummation of the sale and
purchase of the Sale Shares pursuant to this Agreement.
(5) Deliveries at Closing
---------------------
At the Closing, the parties shall make the following deliveries
and take the following actions:
(a) Seller shall deliver to Purchaser share certificates
representing the Sale Shares, accompanied by stock powers or
other appropriate transfer forms duly endorsed by the registered
owner thereof, together with a duly executed Assignment of Claim
in the amount of $1,800,000 relating to the Chapter 11
proceedings of the Company; and
(b) Purchaser shall transfer to Seller (to such account as shall
be designated by Seller) the Purchase Price in immediately
available funds.
(6) Representations and Warranties of Seller
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6.1 Representations and Warranties of Seller; Seller hereby
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represents and warrants to Purchaser as follows:
(a) Seller is duly organized, validly existing and in good
standing under the laws of the state of Delaware. Seller has all
necessary corporate power and authority to enter into this
Agreement and perform its obligations thereunder. The execution,
delivery and performance by Seller of this Agreement has been
duly authorized by all necessary corporate action on behalf of
Seller, and this Agreement constitutes the legal, valid and
binding obligation of Seller, enforceable against Seller in
accordance with its terms.
(b) Seller is the owner of the Sale Shares free and clear of all
liens, options, charge, encumbrances, rights of
preemption or any other third party right.
6.2 Representations and Warranties of Purchaser; Purchaser
-------------------------------------------
hereby represents and warrants to Seller as follows:
(a) Purchaser has all necessary power and authority to enter
into this Agreement and perform his obligations thereunder. The
execution, delivery and performance by Purchaser of this
Agreement has been duly authorized by all necessary action on
behalf of the Purchaser, and this Agreement constitutes the
legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms.
(b) Purchaser is purchasing the Sale Shares for investment
purposes. Purchaser will not offer, sell or otherwise transfer
the Sale Shares except in compliance with, pursuant to an
applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933, as
amended, and/or any other applicable securities law.
(7) Further Agreement of the Parties
--------------------------------
Any and all transfer taxes, stamp duties and similar charges
relating to the purchase and sale of the Sale Shares shall be paid by
Purchaser.
(8) Governing Law; Counterparts
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This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York and may be executed in
more than one counterpart and by different parties of each
counterpart, and all such counterparts when executed form one and the
same agreement.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be signed and delivered by their respective officers, thereunto duly
authorized, all as of the date first written above.
PH PROPERTY DEVELOPMENT COMPANY PURCHASER:
By:/s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXXXXXX XXXXXX X. XXXXXX
PRESIDENT
NYFS11...:\95\78595\0001\1733\AGR1256V.190
