Exhibit 2.2
[FORM OF MINORITY AGREEMENT]
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") made and entered into
this 11th day of June, 1999, by and among Rayovac Corporation, a Wisconsin
corporation ("Purchaser"), Rayovac Latin America, Ltd., a Cayman Islands company
which is a wholly-owned subsidiary of Rayovac ("Newco"), and _____________, a
__________ resident (hereinafter referred to as "Selling Shareholder").
BACKGROUND STATEMENT
Selling Shareholder owns that number, class and percentage of shares as
set forth on EXHIBIT A hereto (the "Shares") in the capital of certain
corporations (the "Corporations"). Selling Shareholder desires to sell, and
Newco desires to purchase the Shares, subject to the terms and conditions
contained herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:
ARTICLE 1
SALE AND PURCHASE OF SHARES
1.1 TRANSFER OF SHARES. On the terms and subject to the conditions set
forth herein, Selling Shareholder shall sell, assign, transfer and deliver to
Newco and Newco shall purchase and accept at the Closing (defined below) the
Shares, free and clear of all liens, claims, options, rights of first refusal,
proxies, charges, pledges, security interests, mortgages, adverse claims and
other encumbrances and similar rights and other transfer restrictions of any
nature whatsoever, including any arising from any pending or threatened
litigation (collectively, "Liens"). Notwithstanding anything to the contrary in
this Agreement, the consummation of the transactions contemplated by this
Agreement shall be contingent upon and shall occur simultaneously with the
consummation of the purchase by Newco of all of the common shares in Ray-O-Vac
Overseas Corporation and the consummation of the other transactions contemplated
by the Share Purchase Agreement made as of June 11, 1999, by and among
Purchaser, Newco, certain shareholders of ROV Limited, and the other parties
thereto, as the same may be amended from time to time (the "Share Purchase
Agreement").
1.2 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") to
be paid to Selling Shareholder for the Shares is set forth on EXHIBIT A. All
references in this Agreement to $ and federal funds shall mean United States
Dollars and funds.
1.3 NO TRANSFERS. After the date of this Agreement, Selling Shareholder
shall not
sell, pledge, encumber or otherwise transfer any or all of the Shares
or any interest therein except to Newco in accordance with this Agreement.
ARTICLE 2
CLOSING
2.1 TIME AND PLACE. The consummation of the transactions contemplated
by this Agreement (the "Closing") shall take place (a) at the offices of Xxxxxx
& Xxxxxx, South Church Street, Georgetown, Grand Cayman, Cayman Islands, British
West Indies at 10:00 a.m., local time on the same date as the Closing Date under
the Share Purchase Agreement or (b) at such other place and time as Newco and
Selling Shareholder may agree (the "Closing Date").
2.2 DELIVERY. To effect the transfer of the Shares referred to in
Article 1 at the Closing, Selling Shareholder shall deliver, the existing share
certificates representing all the Shares duly endorsed for transfer to Newco.
2.3 PAYMENT OF PURCHASE PRICE. At the Closing, Newco shall wire
transfer the Purchase Price in immediately available federal funds to Selling
Shareholder to an account to be specified by Selling Shareholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling
Shareholder hereby represents and warrants to Newco that: (a) Selling
Shareholder owns all right, title and interest in and to the Shares free and
clear of any and all Liens, in the amounts set forth in EXHIBIT A; (b) Selling
Shareholder has the power and authority to sell the Shares to Newco pursuant to
this Agreement and otherwise to carry out the terms and conditions of this
Agreement; (c) this Agreement has been duly executed and delivered by Selling
Shareholder, and constitutes the legal, valid and binding obligation of Selling
Shareholder enforceable in accordance with its terms; (d) the sale of the Shares
pursuant to this Agreement and the carrying out of the other terms and
conditions of this Agreement are in compliance with and are not (and would not
be upon the giving of notice or the passage of time or both) be restricted by or
in violation of (I) any applicable law to which Selling Shareholder is subject
or bound, or (ii) any agreement, commitment, order, ruling or proceeding to
which Selling Shareholder is a party, subject or bound, and would not result in
the creation of any Lien upon the Shares; (e) no consent, authorization,
clearance, order or approval, or filing or registration (collectively,
"Authorizations") of or with any executive, judicial or other public authority,
agency, department, bureau, division, unit or court or other public person or
entity or other third party is required for or in connection with the
execution and delivery of this Agreement by Selling Shareholder or the
consummation by such Selling Shareholder of the transactions contemplated
hereby; and (f) Selling Shareholder has no claims against the Corporations.
ARTICLE 4
ADDITIONAL COVENANTS AND AGREEMENTS
4.1 FURTHER ASSURANCES. Upon the execution of this Agreement and
thereafter, each party shall take such actions and execute and deliver such
documents as may be reasonably requested by the other parties hereto in order to
consummate more effectively the transactions contemplated by this Agreement.
ARTICLE 5
TERMINATION AND ABANDONMENT
5.1 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
abandoned at any time prior to the Closing Date:
(a) By mutual written consent of Selling Shareholder and Newco;
(b) By Newco: if there has been a material breach by Selling
Shareholder of any representation or warranty contained in this
Agreement or of any of the covenants or agreements set forth in this
Agreement, in each case which breach is not curable, or, if curable, is
not cured within two business days after written notice of such breach
is given by Newco to Selling Shareholder;
(c) By Selling Shareholder if there has been a material breach
by Newco of any of the covenants or agreements set forth in this
Agreement, in each case which breach is not curable or, if curable, is
not cured within two business days after written notice of such breach
is given by Selling Shareholder to Newco; or
(d) By Newco or Selling Shareholder if the Closing shall not
have occurred by August 31, 1999.
5.2 SPECIFIC PERFORMANCE. The parties acknowledge that the rights of
each party to consummate the transactions contemplated hereby are special,
unique, and of extraordinary character, and that, in the event that any party
violates or fails and refuses to perform any covenant made by it herein, the
other party or parties will be without adequate remedy at law. Each party
agrees, therefore, that, in the event that it violates, fails or refuses to
perform any covenant made by it herein, the other party or parties so long as it
or they are not in breach hereof, may, in addition to any remedies at law,
institute and prosecute an action in federal court in the Southern District of
New York to enforce specific performance of such covenant or seek
any other equitable relief.
ARTICLE 6
GENERAL PROVISIONS
6.1 LITIGATION; ARBITRATION. All disputes arising out of this Agreement
may be settled by litigation brought in federal court in the Southern District
of New York, which shall be the exclusive venue for any litigation under this
Agreement. Each party hereby irrevocably submits to personal jurisdiction in any
federal court in the Southern District of New York and waives any and all
objections as to venue, inconvenient forum and the like. The decision of such
court of competent jurisdiction that is either not subject to appeal or not
appealed within ninety (90) days of any judgment shall be final and binding as
to any matter submitted under this Agreement. Notwithstanding the foregoing, at
the option of either party any controversy or claim arising out of or relating
to this Agreement shall be determined by arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association. The
place of arbitration shall be New York, New York.
6.2 NOTICES. All notices and other communications under this Agreement
shall be in writing and may be given by overnight or other delivery service
requiring acknowledgment of receipt. Any such notice or communication shall be
sent to the appropriate party at its address given below (or at such other
address for such party as shall be specified by notice given hereunder):
If to Newco or Purchaser, to:
Rayovac Corporation
000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Fax No. (000) 000-0000
Attention: Xxxx Xxxxxx
If to Selling Shareholder:
Name:
-----------------
Address:
-----------------
-----------------
All such notices and communications shall be deemed received upon actual receipt
thereof by the addressee.
6.3 NO THIRD PARTY BENEFICIARIES; ASSIGNMENT; ETC. This Agreement
shall be binding on the parties and their respective successors and assigns and
shall inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity. No
transfer or assignment of this Agreement or of any rights or obligations under
this Agreement may be made by Selling Shareholder without the prior written
consent of Newco and any attempted transfer or assignment without that required
consent shall be void.
6.4 ENTIRE AGREEMENT, ETC. This Agreement and the documents referred to
herein and to be delivered pursuant hereto constitute the entire agreement among
the parties pertaining to the subject matter hereof, and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions of the
parties, whether oral or written. No amendment, modification, waiver or
termination of this Agreement shall be binding unless it is in writing and is
executed by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision of this Agreement, whether or not similar, nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. If any term
or provision of this Agreement shall be determined to be illegal, invalid or
unenforceable, such term or provision shall be deemed ineffective and severed
herefrom and shall not affect or render illegal, invalid or unenforceable the
remaining terms and provisions of this Agreement.
6.5 GOVERNING LAW. This Agreement shall be construed and
interpreted according to the laws of the State of New York.
6.6 SURVIVAL. The representations, warranties, covenants and agreements
contained in this Agreement shall survive the purchase and sale of the Shares
pursuant to this Agreement, and the remedies of Purchaser and Newco for the
breach of any representation, warranty, covenant or agreement shall not be
affected by any investigation by, or knowledge of, Purchaser or Newco.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
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PURCHASER:
RAYOVAC CORPORATION
By:________________________
Name:______________________
Title:_____________________
NEWCO:
RAYOVAC LATIN AMERICA LTD.
By:________________________
Name:______________________
Title:_____________________
SELLING SHAREHOLDER:
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[Name]
