STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is made as of July 1,
1998, by and among Fund American Enterprises Holdings, Inc., a Delaware
corporation ("Fund American"), and White Mountains Holdings, Inc., a New
Hampshire corporation ("White Mountains"; Fund American and White Mountains
being collectively referred to herein as "Buyer"), and each of the parties
listed on Schedule A hereto (each a "Seller" and collectively the "Sellers").
All obligations of Buyer hereunder or in respect hereof shall be joint and
several obligations of Fund American and White Mountains.
WHEREAS, each Seller desires to sell to Buyer, and Buyer desires to
purchase from each Seller, certain shares of Common Stock, par value $.01 per
share ("Common Stock"), of Folksamerica Holding Company, Inc., a New York
corporation (the "Company"), owned by such respective Seller; and
WHEREAS, the Sellers and Buyer are entering into this Agreement to
provide for such purchase and sale of shares of Common Stock, upon the terms and
subject to the conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
SALE OF STOCK; CLOSING
Section 1.1. Purchase and Sale. On the basis of the representations,
warranties, covenants and agreements and subject to the satisfaction or waiver
of the conditions set forth herein, at the Closing (as defined herein), each
Seller, severally and not jointly, will sell to Buyer, and Buyer will purchase
from each Seller, the number of shares of Common Stock set forth opposite the
name of such Seller on Schedule A hereto (collectively the "Shares") at a price
equal to $169,058,812 in the aggregate for all Sellers (or $19.927 per Share),
reduced by the amount of any dividends or distributions paid between the date
hereof and the Closing (the "Purchase Price"). The Purchase Price shall be
allocated among the Sellers as set forth on Schedule A hereto
Section 1.2. The Closing; Deliveries.
(a) The closing of the purchase by Buyer of the Shares (the
"Closing") shall take place at the offices of Winthrop, Stimson, Xxxxxx &
Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx August 15, 1998; such
other location or date as the parties may mutually agree (the "Closing Date").
(b) At the Closing, (i) Buyer will deliver to each Seller,
severally and not jointly, the aggregate Purchase Price for the shares set forth
opposite such Seller's name on Schedule A
hereto, by wire transfer of immediately available funds to the account specified
by such Seller or such other method of payment as shall be mutually agreed upon
by such Seller and Buyer, and Buyer will deliver to Sellers all documents
required hereunder to be delivered by Buyer at the Closing, against (ii)
delivery by such Seller to Buyer of certificates for the Shares being sold by
such Seller hereunder, with all requisite documentary or stock transfer tax
stamps affixed and with duly executed instruments of transfer attached, properly
signed, authorizing Buyer or a nominee of Buyer, designated in writing to
Sellers not later than two business days prior to the Closing Date, to be
registered as the owner of such Shares, together with all other documents
required hereunder to be delivered by Sellers at the Closing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants, severally and not jointly,
to Buyer that: (i) such Seller is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it was organized and has
all requisite power and authority, corporate and otherwise, to execute, deliver
and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby; (ii) this Agreement has been duly and validly
executed and delivered by such Seller, and (assuming due execution and delivery
by Buyer) constitutes the legal, valid and binding obligation of such Seller,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally or by general equitable principles; (iii)
the Shares held by such Seller as set forth on Schedule A constitute the only
securities of the Company owned by such Seller and such Seller has now and will
have at all times prior to the Closing good and valid title to the Shares being
sold by it hereunder, free and clear of any and all claims, liens, pledges,
charges, security interests and other encumbrances (except for restrictions on
transfer under federal and state securities laws) and, upon delivery by such
Seller to Buyer of the certificates representing the Shares as contemplated by
Section 1.2 of this Agreement, such Seller will transfer to Buyer good and valid
title to the Shares, free and clear of any and all claims, liens, pledges,
charges, security interests and other security interests except for restrictions
on transfer under federal and state securities laws; (iv) the execution,
delivery and performance of this Agreement will not conflict with or violate the
charter, by-laws or other similar organizational documents of such Seller or any
law, rule, regulation, order, judgment, decree, permit, license, contract or
agreement applicable to such Seller, or by or to which any of its properties
(including any Shares) are bound or affected; (v) no consent, approval, waiver,
license or authorization or other action or filing with any governmental
authority or third party is required in connection with the execution, delivery
and performance by such Seller of this Agreement; (vi) there is no pending or,
to the knowledge of such Seller, threatened claim, litigation or proceeding
involving such Seller seeking to prevent, challenge or change any of the
transactions contemplated hereby; and (vii) no person will be entitled to any
broker, finder, investment banking or other similar fees as a result of the
transactions contemplated hereby pursuant to any agreement or arrangement to
which such Seller is a party.
2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to each Seller severally that: (i)
Fund American and White Mountains are duly organized, validly existing and in
good standing under the laws of the States of Delaware and New Hampshire,
respectively, and have all requisite power and authority, corporate and
otherwise, to execute, deliver and perform their obligations under this
Agreement and to consummate the transactions contemplated hereby; (ii) this
Agreement has been duly and validly executed and delivered by Buyer, and
(assuming due execution and delivery by each Seller) constitutes the legal,
valid and binding obligation of Buyer, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally or by
general equitable principles; (iii) the execution, delivery and performance of
this Agreement will not conflict with or violate the charter or by-laws of Fund
American or White Mountains or any law, rule, regulation, order, judgment,
decree, permit, license, contract or agreement applicable to Fund American or
White Mountains, or by or to which any of its properties are bound or affected;
(iv) no consent, approval, waiver, license or authorization or other action or
filing with any governmental authority or third party is required in connection
with the execution, delivery and performance by Fund American or White Mountains
of this Agreement; (v) Buyer is acquiring the Shares for investment and not with
a view toward, or for the purpose of, the resale or distribution thereof; (vi)
there is no pending or, to the knowledge of Buyer, threatened claim, litigation
or proceeding involving Buyer seeking to prevent, challenge or change any of the
transactions contemplated hereby; and (vii) no person will be entitled to any
broker, finder, investment banking or other similar fees as a result of the
transactions contemplated hereby pursuant to any agreement or arrangement to
which Buyer is a party.
ARTICLE IV
COVENANTS AND WAIVERS
Section 4.1. Cooperation and Reasonable Efforts. Subject to the terms
and conditions hereof, (a) each of the parties hereto shall reasonably cooperate
with the other parties, and shall cause the Company to reasonably cooperate with
the parties hereto, in connection with consummating the transactions
contemplated by this Agreement, and (b) each of the parties hereto agrees to,
and shall cause the Company to, use all reasonable efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, all things necessary
under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement. For purposes of this Section 4.1,
the covenant of the parties to use their "reasonable efforts" shall not require
any party to (i) incur any unreasonable expenses, (ii) agree to materially limit
or adversely affect in any material respect the conduct of its business or (iii)
divest itself of any material assets or properties, in each case except as
otherwise contemplated hereunder.
Section 4.2. Loan Guaranties. Pursuant to an Assignment and Assumption
Agreement in the form attached hereto as Schedule B, from and after the Closing
Fund American shall assume all obligations under, and indemnify Samvirke (as
defined below), Folksam Mutual (as defined below) and their respective
affiliates, successors and assigns against all liabilities in
3
connection with (i) the guarantee by Samvirke Skadeforsikring AS ("Samvirke")
dated November 12, 1991, as confirmed by a reconfirmation letter dated November
25, 1995, as reduced by a letter dated November 6, 1997, of obligations under
the loan agreement dated as of November 12, 1991, as amended, between Swedbank
(Sparbanken Sverige AB (publ)) and the Company (the "Loan Agreement") (the
"Samvirke Guarantee") and (ii) the guarantee by Folksam Mutual dated as of
November 12, 1991, as confirmed by a reconfirmation letter dated as of March 26,
1996, as further modified by a letter dated November 6, 1997, of obligations
under the Loan Agreement (the "Folksam Guarantee" and together with the Samvirke
Guarantee, the "Swedbank Loan Guarantees"). On or before six months after the
Closing Date, Fund American shall cause the Swedbank Loan Guarantees to be
released and discharged in full (it being understood that Fund American shall
cause all obligations under the Loan Agreement to be repaid if necessary in
order to cause the Swedbank Loan Guarantees to be released on or before such
date). Each of Samvirke and Folksam Mutual shall comply with its obligations
under Section 9 of the Fund American Shareholders Agreement until the earlier of
(i) the release and discharge in full of the Swedbank Loan Guarantees and (ii)
six months after the Closing Date (the "Guarantee Termination Date"). Until the
Guarantee Termination Date, each of Samvirke and Folksam Mutual General
Insurance Company ("Folksam Mutual") shall pay to Fund American the amount of
the Loan Guaranty Fee paid to such Seller pursuant to the Guarantee Fee
Agreement (as defined below) to the extent that such Loan Guaranty Fee has been
paid by the Company. In order to facilitate the foregoing, Samvirke, Folksam
Mutual and their respective affiliates hereby assign to Fund American all right,
title and interest in and to, and the right to receive directly from the
Company, the Loan Guaranty Fees payable pursuant to this Section 4.2.
Section 4.3. Waiver of Certain Rights. Each of the Sellers hereby
irrevocably and unconditionally waives its rights under Section 6 of the Amended
and Restated Investor Stockholders' Agreement dated as of June 19, 1996, as
amended November 6, 1997, by and among the Company and the Sellers (the
"European Shareholders Agreement"), solely with respect to the purchase and sale
of Shares under this Agreement.
Section 4.4. Termination of Certain Agreements. Upon the consummation
of the Closing by Buyer and all of the Sellers, (i) the European Shareholders
Agreement and (ii) all obligations of the parties (other than section 9) under
the Shareholders Agreement by and among Buyer, the Sellers and the Company,
dated as of March 6, 1996, as amended November 6, 1997 (the "Fund American
Shareholders Agreement") shall terminate and be of no further force or effect.
Upon the Guarantee Termination Date, all obligations of Samvirke and of Folksam
Mutual and Folksam International Insurance Co., Ltd. (Publ) ("Folksam
International") under Section 9 of the Fund American Shareholders Agreement and
the Guarantee Fee Agreement shall terminate and be of no further force or
effect. Upon the release and discharge in full of the Swedbank Loan Guarantees,
the rights of Samvirke and of Folksam Mutual and Folksam International under the
Guarantee Fee Agreement shall terminate and be of no further force and effect.
Section 4.5. License. To the extent that Folksam Mutual, Folksam
International, or any of their affiliates has any rights in or to the corporate
name "Folksamerica" or the use thereof, Folksam Mutual on behalf of itself and
its affiliates hereby irrevocably and
4
unconditionally grants to the Company a perpetual, royalty free, worldwide and
unlimited right to use such corporate name.
ARTICLE V
CONDITIONS TO BUYER'S OBLIGATION TO CLOSE
The Buyer's obligation to consummate the Closing is subject to the
satisfaction at or prior to the Closing of all of the following conditions:
Section 5.1. Representations and Warranties of Sellers. The
representations and warranties of each Seller contained in this Agreement or in
any other certificate or documents delivered to Buyer pursuant hereto shall be
true and correct in all material respects on and as of the Closing Date with the
same force and effect as though made on and as of the Closing Date.
Section 5.2. No Injunction. At the Closing, there shall be no
injunction, restraining order or decree of any nature of any court or government
authority of competent jurisdiction that is in effect that restrains or
prohibits the consummation of the transactions contemplated hereby.
Section 5.3. Bringdown Certificate. Each Seller shall have delivered to
Buyer a certificate, signed by an executive officer of such Seller, certifying
as to the fulfillment of the conditions set forth above in this Article.
Section 5.4. Legal Opinion. Buyer shall have received an opinion from
counsel to the Sellers, in form and substance reasonably acceptable to Buyer,
solely as to the enforceability of this Agreement against the Sellers (it being
understood that such counsel may assume that the Agreement has been duly
authorized, executed and delivered by, and is within the corporate power and
authority of, and does not violate any law or agreement applicable to, the
Sellers).
ARTICLE VI
CONDITIONS TO EACH SELLER'S OBLIGATION TO CLOSE
Each Seller's obligation to consummate the Closing is subject to the
satisfaction at or prior to the Closing of all of the following conditions:
Section 6.1. Representations and Warranties of Buyer. The
representations and warranties of Buyer contained in this Agreement or in any
other certificate or documents delivered to Sellers pursuant hereto shall be
true and correct in all material respects on and as of the Closing Date with the
same force and effect as though made on and as of the Closing Date.
Section 6.2. No Injunction. At the Closing, there shall be no
injunction, restraining order or decree of any nature of any court or government
authority of competent jurisdiction that is in effect that restrains or
prohibits the consummation of the transactions contemplated hereby.
5
Section 6.3. Bringdown Certificate. Buyer shall have delivered to each
Seller a certificate, signed by an executive officer of Buyer, certifying as to
the fulfillment of the conditions set forth above in this Article.
Section 6.4. Legal Opinion. The Sellers shall have received an opinion
from counsel to Buyer, in form and substance reasonably acceptable to Folksam
Mutual, solely as to the enforceability of this Agreement against Buyer (it
being understood that such counsel may assume that the Agreement has been duly
authorized, executed and delivered by, and is within the corporate power and
authority of, and does not violate any law or agreement applicable to, the
Buyer).
ARTICLE VII
TERMINATION
Section 7.1. Termination. This Agreement may be terminated at any time
prior to the Closing (a) by the mutual consent in writing of the parties hereto;
(b) by the Required Percentage of the Sellers (as defined in the European
Shareholders Agreement), on the one hand, or by Buyer, on the other hand, upon
written notice to the other party or parties, if the Closing has not occurred by
the close of business on September 30, 1998; or (c) by the Required Percentage
of the Sellers (as defined in the European Shareholders Agreement), on the one
hand, or by Buyer, on the other hand, upon written notice to the other parties,
if there has been a material breach or default hereunder on the part of any
other party which breach or default is not curable or, if curable, is not cured
within thirty (30) business days after such party becomes aware of the breach or
default; provided, however, that no party shall have the right to terminate this
Agreement under clause (b) or (c) of this Agreement if such party is then in
material breach or default of its representations, warranties or obligations
hereunder.
Section 7.2. Procedure and Effect of Termination. In the event of
termination of this Agreement pursuant to Section 7.1, no party shall have
liability or further obligations to any other party under this Agreement;
provided, however, that such termination shall not relieve any party hereto of
any liability for any breach of this Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that no party hereto may assign its
rights or delegate its obligations under this Agreement without the express
prior written consent of the other parties hereto, except that Buyer shall be
permitted to assign its rights hereunder to purchase the Shares to any wholly
owned subsidiary of Buyer without such prior written consent (in which event,
Buyer shall remain liable for its obligations hereunder and shall irrevocably
and unconditionally guarantee the performance by such subsidiary of Buyer's
obligation hereunder to purchase the Shares).
6
Section 8.2. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same Agreement,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties. Copies of executed
counterparts transmitted by telecopy, telefax or other electronic transmission
service shall be considered original executed counterparts for purposes of this
Section, provided receipt of copies of such counterparts is confirmed.
Section 8.3. Headings. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the meaning or interpretation of this Agreement.
Section 8.4. Amendments and Waiver. No amendment, modification or
alteration of the terms or provisions of this agreement shall be binding unless
the same shall be in writing and duly executed by Buyer and each of the Sellers.
Any of the terms or conditions of this Agreement may be waived in writing at any
time by the party which is entitled to the benefits thereof. No waiver or any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
such provisions at any time in the future or a waiver of any other provisions
hereof.
Section 8.5. Expenses. Except as set forth herein, all legal and other
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, except that Samvirke and Folksam Mutual shall each pay, severally
and not jointly, their respective pro rata shares (i.e. 8% for Samvirke and 92%
for Folksam Mutual) of the fees and expenses (including, without limitation
banking fees and charges and reasonable attorneys' fees and disbursements)
incurred or payable by the Company in connection with any refinancing of the
Swedbank Loan Agreement completed on or before the first anniversary of the
Closing Date, provided that such amount so payable by Samvirke shall not exceed
$32,000 and such amount payable by Folksam Mutual shall not exceed $368,000. All
sales, transfer, deed, duties, stamp, notary public and other similar taxes,
duties and transfer fees applicable to the transactions contemplated by this
Agreement, including fees to record assignments, shall be borne by Sellers.
Section 8.6. Notices. Any notice, request, instruction, consent or
other document to be given hereunder by any party hereto to any other party
shall be in writing and delivered personally, by telecopy or sent by registered
or certified mail, postage prepaid, as follows:
If to Buyer:
White Mountains Holdings, Inc.
00 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
7
with a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx, LLP
Two Embarcadero Place
0000 Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxxxx X. Mo, Esq.
Telecopy: (000) 000-0000
If to any Seller, to the address set forth for such Seller on the
signature page hereof, with a copy to:
Winthrop, Stimson, Xxxxxx & Xxxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
or such other address for any party hereto as shall be specified in writing by
that party.
Section 8.7. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York without
reference to the choice of laws principles thereof.
Section 8.8. Further Assurances. Each of the parties hereto will use
its reasonable best efforts to satisfy the conditions to Closing hereunder and
from time to time after the Closing, each of the parties hereto will use its
reasonable best efforts to consummate the transactions contemplated hereby. The
Sellers will not, directly or indirectly, engage in any discussion or enter into
any arrangements for the sale of any of the Shares to any third party.
Section 8.9. Survival. The representations and warranties of the
parties contained in this Agreement and in any certificate delivered pursuant
hereto and all rights and obligations of the parties in respect thereof shall
survive the Closing until the expiration of the applicable statute of
limitations with respect to claims for a breach thereof, except that the
representations and warranties contained in Clause (iii) of Article II shall
survive forever.
Section 8.10. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach or default under this
Agreement, the other parties hereto would be irreparably and immediately harmed
and may not be made whole by monetary damages. Each of the parties hereto
accordingly agrees that (i) it will waive, in any action, suit or proceeding for
specific performance or other relief related to this Agreement, the defense of
adequacy of money damages or a remedy at law, and (ii) each other party hereto
will be entitled, in addition to any other remedy to which such party may be
entitled at law or in equity, to compel specific performance of this Agreement
or to obtain a temporary restraining order, preliminary and performance
injunction or other equitable relief or remedy in any action, suit or proceeding
instituted in any state or federal court located in New York, New York.
8
Section 8.11. Consent to Jurisdiction; Service of Process. Any action,
suit or proceeding arising out of or relating to this Agreement may be
instituted in any United States Federal court or any state court located in New
York, New York, and each of the parties hereto agrees not to assert, by way of
motion, as a defense or otherwise, in any such action, suit or proceeding, any
claim that it may now or hereafter have that it is not subject personally to the
jurisdiction of such court, that the action, suit or proceeding is brought in an
inconvenient forum, that the venue of the action, suit or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by
such court. Each of the parties hereto irrevocably submits to the jurisdiction
of such court in any such action, suit or proceeding, and irrevocably agrees to
be bound by any final judgment rendered thereby in connection with this
Agreement from which no appeal has been taken or is available. Each of the
Sellers and Buyer hereby appoints CT Corporation System (or counsel reasonably
acceptable to the parties hereto) at its principal place of business in New
York, New York, or its office at such other address in New York, New York as it
may furnish to the parties, as its authorized agent to accept and acknowledge on
its behalf service of any and all process that may be served in any such action,
suit or proceeding. Any and all service of process and any other notice in any
such action, suit or proceeding shall be effective against any other party
hereto if given personally or by registered or certified mail, returned receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein provided, or by personal service on such
authorized agent with a copy of such process mailed to such party by first class
mail or registered or certified mail, postage prepaid and return receipt
requested. Nothing contained herein shall be deemed to affect the right of any
party hereto to serve process in any manner permitted by law.
9
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties as of the first above written.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
By:________________________________
Name:
Title:
WHITE MOUNTAINS HOLDINGS, INC.
By:________________________________
Name:
Title:
FOLKSAM MUTUAL
GENERAL INSURANCE COMPANY
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
Address for Notices:
Folksam Mutual General Insurance Company
X-000 00 Xxxxxxxxx, Xxxxxx
Attention: Xx. Xxxxxx Xxxxxxxxx
Telecopy No.: 011-46-8-714-7611
10
FOLKSAM INTERNATIONAL INSURANCE CO.
LTD. (Publ)
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
WIENER STAEDTISCHE ALLGEMEINE VERISCHRUNG AG
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
Address for Notices:
Wiener Staedtische Allegmeine Versicherung AG
Xxxxxxxxxxxx 00
X-0000 Xxxxxx, Xxxxxxx
Attention: Xx. Xxxx Xxxx
Telecopy No.: 011-43-1-531-39-31-36
P&V ASSURANCES S.C.
By: ________________________________
Name:
Title:
11
Address for Notices:
P&V Assurances S.C.
Xxx Xxxxx 000
0000 Xxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxxxx Forest
Telecopy No.: 011-32-2-250-9140
SAMVIRKE SKADEFORSIKRING A.S.
By: ________________________________
Name:
Title:
Address for Notices:
Samvirke Skadeforsikring AS
Henrik Xxxxxxxxx 0
0000 Xxxx, Xxxxxx
Attention: Mr. Ole Groterud
Telecopy No.: 011-47-23-066-201
12
SCHEDULE A
Name of Seller Number of Shares Sold Purchase Price(1)
-------------- --------------------- -----------------
Folksam Mutual General Insurance Company 3,285,000 $ 65,460,195
Folksam International Insurance Co. LTD. (publ) 300,075 5,979,594
Wiener Staedtische Allgemeine Versicherung AG 2,257,663 44,988,450
P&V Assurances S.C 1,877,618 37,415,293
Samvirke Skadeforsikring AS 763,551 15,215,280
------------ ------------
Total 8,483,907 $169,058,812
------------ ------------
------------ ------------
(1) Subject to reduction by the amount of any dividends paid between the
date hereof and the Closing.
TABLE OF CONTENTS
Page
----
ARTICLE I
SALE OF STOCK; CLOSING
Section 1.1. Purchase and Sale........................................... 1
Section 1.2. The Closing; Deliveries..................................... 1
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
ARTICLE IV
COVENANTS AND WAIVERS
Section 4.1. Cooperation and Reasonable Efforts.......................... 3
Section 4.2. Loan Guaranties............................................. 3
Section 4.3. Waiver of Certain Rights.................................... 4
Section 4.4. Termination of Certain Agreements........................... 4
Section 4.5. License..................................................... 4
ARTICLE V
CONDITIONS TO BUYER'S OBLIGATION TO CLOSE
Section 5.1. Representations and Warranties of Sellers................... 5
Section 5.2. No Injunction............................................... 5
Section 5.3. Bringdown Certificate....................................... 5
Section 5.4. Legal Opinion............................................... 5
ARTICLE VI
CONDITIONS TO EACH SELLER'S OBLIGATION TO CLOSE
Section 6.1. Representations and Warranties of Buyer..................... 5
Section 6.2. No Injunction............................................... 5
Section 6.3. Bringdown Certificate....................................... 6
Section 6.4. Legal Opinion............................................... 6
ARTICLE VII
TERMINATION
Section 7.1. Termination................................................. 6
Section 7.2. Procedure and Effect of Termination......................... 6
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Successors and Assigns...................................... 6
Section 8.2. Counterparts................................................ 7
Section 8.3. Headings.................................................... 7
Section 8.4. Amendments and Waiver....................................... 7
Section 8.5. Expenses.................................................... 7
Section 8.6. Notices..................................................... 7
Section 8.7. Governing Law............................................... 8
Section 8.8. Further Assurances.......................................... 8
Section 8.9. Survival.................................................... 8
Section 8.10. Specific Performance........................................ 8
Section 8.11. Consent to Jurisdiction; Service of Process................. 9
15
