EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into as of
the 22nd day of March, 2001, by and between the undersigned persons as
"Sellers" and NBC Capital Corporation, a Mississippi corporation ("NBC"), as
"Buyer."
WITNESSETH:
WHEREAS, Sellers own 956,504 issued and outstanding shares of common stock of
NBC (the "Shares"); and
WHEREAS, Sellers desire to sell the Shares, and NBC desires to purchase the
Shares for $25.10 per share (the "Purchase Price") on the terms hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein the parties hereto agree as follows:
SECTION 1
PURCHASE
1.1 The Purchase. Each Seller hereby sells, transfers and conveys to NBC,
and NBC hereby purchases from each Seller the number of Shares set forth on
Schedule A hereto. Each Seller hereby tenders to NBC, and NBC hereby
acknowledges receipt of, stock certificates representing all of the Shares
endorsed in blank by the Seller named thereon.
1.2 Receipt of the Purchase Price. NBC hereby tenders to the Sellers, and
each Seller hereby acknowledges receipt of, the aggregate Purchase Price set
forth opposite such Seller's name on Schedule A hereto, in the form of either an
official check or a wire transfer of immediately available funds.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each of the Sellers hereby makes the following representations and warranties
to NBC:
2.1 Organization and authorization of Seller entities. Each Seller that is a
corporation, partnership, limited liability company, trust or other type of
entity other than a natural person is duly organized or incorporated, validly
existing and in good standing under the laws of the state of its organization.
The execution, delivery and performance of this Agreement have been duly
authorized and approved by all necessary corporate action on the part of such
Sellers. The execution, delivery and
performance of this Agreement do not require the prior consent of any
governmental authority, person or entity, except for any necessary consents that
have been obtained. The execution, delivery, and performance of this Agreement
and the consummation of the transactions contemplated by this Agreement do not:
(i) violate or result in a breach of or default or acceleration under any
organizational documents of any Seller, or any instrument or agreement to which
any Seller is a party or is bound; (ii) violate any judgment, order, injunction,
decree or award against or binding upon any Seller; or (iii) violate any law or
regulation of any jurisdiction relating to any Seller.
2.2 Binding nature of this Agreement. This Agreement is a valid and binding
obligation of each of the Sellers enforceable in accordance with its terms,
except as the enforceability hereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors rights and the application of
equitable principles in any action, legal or equitable.
2.3 Ownership of the Shares. Each of the Shares is owned by the Seller
thereof free and clear of all liens, encumbrances, pledges, adverse claims or
defects in title. Each Seller represents that the delivery by such Seller to
NBC of certificates representing such Seller's Shares, as provided in Section
1.1 of this Agreement, will pass good and marketable title to such Seller's
Shares to NBC, free and clear of all liens, encumbrances, claims and equities of
every kind. There are no outstanding warrants, options, rights, calls or other
commitments of any nature relating to the Shares.
2.4 No fees or commissions. Other than an agreement to pay Xxxxxx Capital
Advisors fees related to this transaction (for which the Sellers are wholly
responsible), no Seller or any party acting on behalf of any Seller has paid or
become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated herein.
2.5 Representation on Board of Directors. The Sellers have been represented
on the Board of Directors of NBC by both Xxxxx Xxxxx and Xxxxx Xxxxxxxx Xxxxx,
each of whom has been fully advised of all matters known to the Board of
Directors generally about NBC, its financial condition, earnings and prospects.
The Sellers, represented by Xxxxx Xxxxx and Xxxxx Xxxxxxxx Xxxxx, approached NBC
with a proposal to sell their Shares, including the amount of the Purchase
Price.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF NBC
NBC hereby makes the following representations and warranties to each of the
Sellers:
3.1 Organization of NBC. NBC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Mississippi with
full corporate power and authority to carry on the business in which it is
engaged, to own, lease and operate its properties, and to enter into and perform
its obligations under this Agreement,
3.2 Authorization of Agreement. The execution, delivery and performance of
this Agreement have been duly authorized and approved by all necessary corporate
action on the part of
NBC. This Agreement is a valid and binding obligation of Buyer enforceable in
accordance with its terms, except as the enforceability hereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application relating to or affecting enforcement of creditors rights and
the application of equitable principles in any action, legal or equitable.
3.3 No Finder. Neither NBC nor any party acting on behalf of NBC has paid or
become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated herein, except
for fees required to be paid for the delivery of a fairness opinion to the NBC
Board of Directors.
3.4 Regulatory Approvals. All approvals by governmental authorities required
for NBC to enter into this Agreement and to consummate the transaction
contemplated hereby have been received by NBC, and NBC has filed all required
notices with all applicable regulatory authorities.
SECTION 4
MISCELLANEOUS
4.1 Survival of Representation and Warranties. The representations and
warranties contained in this Agreement shall continue to survive forever.
4.2 Expenses. Each party to this Agreement will pay its own expenses, income
and other taxes, and costs (including, without limitation, the fees,
disbursements, and expenses of its attorneys, accountants, and consultants)
incurred by it in negotiating, preparing, closing, and carrying out this
Agreement, the transactions contemplated by this Agreement, and in obtaining any
necessary regulatory approvals.
4.3 Governing Law. The validity, interpretation, and performance of this
Agreement will be determined in accordance with the laws of the State of
Mississippi applicable to contracts made and to be performed wholly within that
State.
4.4 Counterparts. The Agreement may be executed in counterparts, each of
which will be deemed an original, but both of which together shall constitute
but one and the same instrument.
4.5 Headings. The headings, subheadings, and captions in this Agreement and
in any exhibit hereto are for reference purposes only and are not intended to
affect the meaning or interpretation of this Agreement.
4.6 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto with respect to its subject matter and supersedes all
negotiations, prior discussions, agreements, arrangements, and understandings,
written or oral, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SIGNATURES AND SCHEDULES OMITTED
