EXHIBIT 3
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
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
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
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 the 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
6.1 REPRESENTATIONS AND WARRANTIES OF SELLER; Seller hereby
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 the Purchaser.
(8) GOVERNING LAW; COUNTERPARTS
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
----------------------------- ----------------------
XXXXXXX X. XXXXXXXXXX XXXXXX X. XXXXXX
PRESIDENT
