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Exhibit 2.2
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") is entered into this ____
day of _______, 1996 by and between Decoma Investment, Inc. II, a Texas
corporation f/k/a Linbeck Miami Corporation ("Decoma II"), and Decoma
Investment, Inc. III, a Texas corporation f/k/a HSA Management, Inc. ("Decoma
III").
W I T N E S S E T H:
WHEREAS, Decoma III holds 33.33% interest in Decoma Ventures, a Texas
general partnership ("Decoma Venture"); and
WHEREAS, Decoma III desires to sell to Decoma II, and Decoma II
desires to purchase from Decoma III, 32.33% interest in Decoma Venture.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1 PURCHASE OF DECOMA VENTURE INTEREST. Subject to the
terms and conditions of this Agreement, Decoma III hereby agrees to sell to
Decoma II, and Decoma II hereby agrees to purchase from Decoma III, 32.33%
interest in Decoma Ventures for the total purchase price of $2,628,444 (the
"Purchase Price").
SECTION 2 CLOSING.
(a) The Closing (the "Closing") of the transactions contemplated
hereby shall take place immediately prior to the consummation of the public
offering of shares contemplated by the Registration Statement on Form S-1
(SEC File No. 333-12191) filed by Florida Panthers Holdings, Inc. with the
Securities and Exchange Commission.
(b) At the Closing and upon receipt of the Purchase Price, Decoma III
shall deliver to Decoma II an assignment assigning the 32.33% interest in
Decoma Venture.
SECTION 3 REPRESENTATIONS AND WARRANTIES. Decoma II and Decoma
III hereby represent and warrant that (a) each of Decoma II and Decoma III has
all power and authority necessary to execute and deliver this Agreement and
perform its obligations hereunder; (b) the execution, delivery and performance
of this Agreement by each of Decoma II and Decoma III will not constitute a
default under any agreement or instrument, or any order, rule or regulation of
any court or governmental agency having jurisdiction over them or their
property; and (c) no consent, authorization or order of, or filing or
registration with, any court or governmental agency is required for the
execution, delivery and performance of this Agreement by the Decoma II and
Decoma III.
SECTION 4 NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been given if sent by registered or certified mail, first class postage
prepaid, return receipt requested, to the address of such parties set forth
below or such other future address as may be specified by any party by notice
to all of the other parties. Such communications may also be given by personal
delivery, by facsimile or by regular mail, but shall be effective only if and
when actually received.
If to Decoma II, at:
Decoma Investment, Inc. II
c/o Huizenga Holdings, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
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If to Decoma III, at:
Decoma Investment, Inc. III
c/o Huizenga Holdings, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
SECTION 5 AMENDMENT. This Agreement may not be modified, amended,
altered or supplemented except upon execution and delivery of a written
agreement executed by the parties hereto.
SECTION 6 MISCELLANEOUS.
(a) The provisions hereof shall be binding upon and inure to the
benefit of the parties and their respective heirs, personal representatives,
successors and permitted assigns.
(b) This Agreement may not be assigned without the prior written
consent of the parties hereto.
(c) This Agreement and the additional documents referenced herein
merge all prior negotiations and agreements between the parties relating to the
subject matter hereof and constitute the entire agreement between the parties
relating to such subject matter. No prior or contemporaneous agreements,
except as specified herein, written or oral, relating to such subject matter
shall be binding.
(d) Each party hereto specifically covenants and agrees that it
will execute such other and further instruments and documents as are or may
become necessary or convenient to effectuate and carry out the provisions of
this Agreement.
(e) This Agreement may be executed simultaneously in multiple
counterparts, all of which together shall constitute one and the same
instrument.
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
instrument as of the date first above written.
DECOMA INVESTMENT, INC. II
By:
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Name:
Title:
DECOMA INVESTMENT, INC. III
By:
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Name:
Title:
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