STOCK REPURCHASE AGREEMENT
Exhibit 10.14
This STOCK REPURCHASE AGREEMENT dated
as of [________], 2008 (this “Agreement”), between Artio
Global Investors Inc., a Delaware corporation (the “Company”) and Xxxxxx Xxxx
Holding Ltd., a company organized under the laws of Switzerland (the “Stockholder”).
W
I T N E S S E T H :
WHEREAS, the Company will
issue shares of its class C common stock, par value $0.001 per share (the “Class C Stock”), to the
Stockholder immediately prior to the initial public offering of shares of stock
of the Company (the “IPO”); and
WHEREAS, the Company wishes to
use the net proceeds received by it from the IPO and available cash to redeem
[_________] shares of its Class C Stock (the “Shares”) held by the
Stockholder and the Stockholder wishes to sell the Shares to the Company on and
subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in
consideration of the premises and covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties agree as
follows:
1. Sale and Redemption of the
Shares. Immediately after the completion of the IPO, (a) the
Stockholder shall convey, assign and transfer to the Company, and the Company
shall redeem from the Stockholder, all the Stockholder’s right, title and
interest in and to the Shares, including without limitation the right to receive
any accrued but unpaid dividends with respect to the Shares, and (b) in
consideration for the Shares, the Company shall pay to the Stockholder an
aggregate cash redemption price of $[___________] (the “Redemption Price”) which shall
be paid in immediately available funds to the account set forth under the
Stockholder’s signature on the signature page hereto.1
2. Share Certificates.
Upon payment of the Redemption Price, the Stockholder will deliver to the
Company any and all share certificates representing the Shares, with
accompanying stock powers executed in blank or other evidence of transfer
reasonably satisfactory to the Company.
_____________
3. Representations and
Warranties.
(a) The
Stockholder hereby represents and warrants to the Company that the Shares are
being transferred to the Company free and clear of any and all liens, charges,
security interests, options, claims, mortgages, pledges, proxies, voting trusts
or agreements, obligations, understandings or arrangements or other restrictions
on title or transfer of any nature whatsoever.
(b) Each party
hereto hereby represents and warrants to the other party hereto as
follows:
(i) Such party
has all requisite corporate power and authority to execute and deliver this
Agreement, to perform fully its obligations hereunder and to consummate the
transactions contemplated hereby.
(ii) Such party
has duly and validly executed and delivered this Agreement. This
Agreement constitutes legal, valid and binding obligations of such party,
enforceable against such party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights of
creditors generally and by equitable principles, including those limiting the
availability of specific performance, injunctive relief and other equitable
remedies and those providing for equitable defenses.
4. Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of
this Agreement, or the application thereof to any person or entity or any
circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a
suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of such provision to other persons, entities or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
5. Counterparts. This
Agreement may be executed (including by facsimile transmission) with counterpart
pages or in one or more counterparts, each of which shall be deemed an original
and all of which shall, taken together, be considered one and the same
agreement, it being understood that both parties need not sign the same
counterpart.
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6. Governing
Law. This Agreement shall be governed by, construed and
enforced in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
7. Consent to
Jurisdiction. The parties hereto agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in the Borough
of Manhattan, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum. Process in any
such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such
court.
8. WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9. Assignment. Neither
this Agreement nor any of the rights or obligations hereunder shall be assigned
by any party hereto without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and permitted assigns.
10. Amendment;
Waiver. No provision of this Agreement may be amended unless
such amendment is approved in writing by the parties hereto. No
provision of this Agreement may be waived unless such waiver is in writing and
signed by the party against whom the waiver is to be effective.
[Signature
page follows.]
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IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed and delivered, all as of the date
first set forth above.
ARTIO
GLOBAL INVESTORS INC.
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XXXXXX
XXXX HOLDING LTD.
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