1
EXHIBIT 10.24
PURCHASE AGREEMENT
The undersigned, Tyler Corporation, a Delaware corporation ("Tyler"),
Richmond Partners, Ltd., a Texas limited partnership ("Partnership") and Xxxxx
X. Xxxxxx ("Xxxxxx"), individually and as General Partner of the Partnership,
enter into this Purchase Agreement ("Agreement") to be effective as of July 3,
1997 ("Effective Date").
1. PURCHASE AND SALE OF SECURITIES. Subject to the terms and
conditions of this Agreement, at the Closing (as defined in paragraph 2 below)
Partnership agrees to purchase from Tyler and Tyler agrees to sell to
Partnership a package (the "Securities Package") of securities consisting of
two million shares of the common stock, par value $.0l per share, of Tyler (the
"Shares") and a warrant ("Warrant") to purchase two million (2,000,000) shares
(the "Warrant Shares") of the common stock of Tyler for an aggregate purchase
price of $3,500,000 (the "Purchase Price"), which is the value of the
Securities Package established by the parties on the Effective Date, which is
the date Tyler agreed to sell and Waters agreed to purchase the Securities
Package. The sale and purchase of the Securities Package pursuant to this
Agreement shall sometimes be referred to herein as the "Transaction."
2. CLOSING. Subject to the satisfaction of the condition set
forth in paragraph 6 below, the Closing of the Transaction shall take place at
10:00 a.m. on the date (the "Closing Date") which is the earlier to occur of
(i) the fifth business day following the Partnership's written notice to Tyler
that it will close the Transaction or (ii) the thirtieth (30th) day following
the date that this Agreement is executed by the parties as reflected below
(unless such date is a Saturday, Sunday or legal holiday and in such event on
the next day which is not a Saturday, Sunday or legal holiday), or at such
other time, date, and place as the parties hereafter mutually agree. At the
Closing, Partnership shall deliver to Tyler its payment of the entire Purchase
Price and Tyler shall deliver to Partnership a Certificate for the Shares and a
duly executed Warrant Agreement (the "Warrant Agreement") in the form attached
hereto as Exhibit A.
3. TYLER'S REPRESENTATIONS AND WARRANTIES TO AND COVENANTS WITH
PARTNERSHIP. Tyler represents and warrants to and covenants with Partnership as
follows:
(a) Tyler has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This
Agreement and the Warrant when delivered pursuant to paragraph
2 above will constitute the valid and legally binding
obligation of Tyler, enforceable in accordance with its terms
and conditions. The Shares and the Warrant Shares, when
issued, shall be validly issued, fully paid and
non-assessable;
(b) Tyler's most recent Form 10-K Report to the Securities
Exchange Commission ("SEC") its most recent Proxy Statement,
and all reports filed with the SEC since its most recent Form
10-K are true and correct in all material respects as of the
date hereof, and
2
(c) Based upon an opinion which Tyler has received from an
independent expert, Tyler believes that the Purchase Price
represents full and adequate consideration for the Securities
Package.
4. WATERS' AND PARTNERSHIP'S REPRESENTATIONS, WARRANTIES AND
COVENANTS. Waters and Partnership represent and warrant to and covenant with
Tyler as follows:
(a) On the Closing Date, Waters and the other partners in the
Partnership shall all be "accredited investors" as such term
is used in Regulation D of the Securities Act of 1933, as
amended;
(b) Waters is the sole general partner of the Partnership, and it
is his present intention to serve in that capacity throughout
the term of the Partnership's legal existence;
(c) Waters and the Partnership have the financial ability to
purchase the Securities Package as contemplated by this
Agreement; the amount of (i) Partnership debt guaranteed by
Waters and (ii) Partnership capital contributed by Waters
shall not be less than the aggregate amount of $1,750,000;
and, Waters will receive fifty percent (50%) of Partnership
profits up to $3.00 per share of Tyler stock and will receive
seventy-five (75%) of Partnership profits in excess of $3.00
per share;
(d) Partnership is acquiring the Shares and the Warrant for
investment and not with a view to the distribution thereof;
and,
(e) Partnership and Waters have been represented by independent
counsel in connection with this Agreement.
5. REGISTRATION RIGHTS.
(a) Until the Shares owned by the Partnership are transferable
pursuant to Rule 144 under the Securities Act of 1933 as
amended (the "Act") without the volume limitations set forth
in such rule, Partnership shall have the right to include its
Shares in any registration statement filed by Tyler, provided,
however, that if any such registration statement is an
underwritten public offering, the right of the Partnership to
include such Shares in such registration statement shall be
conditioned upon Partnership's entering into reasonable
underwriting arrangements as Tyler and the underwriter shall
make regarding the offering, including limiting the number of
shares which may be sold in such offering if the underwriters
deem such a limitation advisable, and provided further that if
such limitation is imposed, then Tyler shall reduce the number
of Shares being registered by the Partnership on a pro rata
basis with other holders of similar registration rights.
Partnership shall pay its pro rata portion of the out-of-pocket
selling expenses in connection with the piggy-back rights
exercised pursuant to this paragraph 5(a).
3
(b) Partnership may make a one-time written demand upon Tyler to
file, within 90 days after such written demand is made, with
the Securities and Exchange Commission a shelf registration
statement covering the resale of the Shares owned by
Partnership. Tyler shall use its reasonable efforts to cause
such registration statement to become effective as soon as
practicable. Tyler can defer the registration for an
additional 90 days if its Board of Directors determines that
such deferral would be in Tyler's best interest. Tyler agrees
to take all reasonable steps necessary to keep the
registration statement effective until the lesser of (A) two
years after the effective date of the shelf registration and
(B) until the securities covered by such registration
statement are transferrable pursuant to Rule 144 under the Act
without the volume limitations set forth in such rule.
Partnership shall pay for all reasonable out-of-pocket
expenses incurred in connection with any demand rights
exercised pursuant to this paragraph 5(b).
(c) The Warrant Agreement contains the applicable registration
rights provisions with respect to the Warrant Shares.
6. CONDITIONS TO OBLIGATIONS OF PARTIES TO CLOSE. If one or more
of the representations, warranties and/or covenants contained in this Agreement
are determined by a nonbreaching party prior to the Closing to have been
breached ("Breached Warranty"), the non-breaching party may, at such party's
election, waive such Breached Warranty and close the Transaction in accordance
with this Agreement or such non-breaching party may terminate this Agreement
and in such event the parties hereto shall have no further obligations or
liability under this Agreement. In addition to the foregoing, the Partnership
has the right to complete a satisfactory due diligence investigation ("Due
Diligence Investigation") with respect to Tyler and in the event the
Partnership acting in its sole and absolute discretion notifies Tyler on or
before the close of business on August 20, 1997, of its election to terminate
this Agreement because of the Due Diligence Investigation, this Agreement shall
thereupon terminate and the parties shall have no further obligation hereunder.
If Partnership does not so terminate the Agreement on or before August 20,
1997, the Due Diligence Investigation shall conclusively be deemed to be
satisfactory to the Partnership.
7. CONFIDENTIALITY. The parties agree to keep the terms of this
Agreement confidential except to the extent required by law to make disclosure
hereof.
8. ENTIRE AGREEMENT. This Agreement sets forth the full agreement
of the parties and supersedes all other agreements with respect to the matters
contained herein between Tyler, on the one hand, and the Partnership and/or
Waters, on the other hand.
9. APPLICABLE LAWS. This Agreement will be construed and
enforceable under the laws of the State of Texas.
4
In witness whereof the parties have signed this Agreement this 20th day of
August, 1997, to be effective as of the Effective Date as set forth above.
TYLER CORPORATION
By /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx, President
/s/ XXXXX X. XXXXXX
-----------------------------------
XXXXX X. XXXXXX, Individually
RICHMOND PARTNERS, LTD.
By: /s/ XXXXX X. XXXXXX
--------------------------------
Xxxxx X. Xxxxxx,
its General Partner
