Exhibit (c)
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 19,
1995, by and between Xxxx X. Xxxxxx ("Shareholder") and XXXX MANUFACTURING CO.,
a Pennsylvania corporation (the "Company").
W I T N E S S E T H :
WHEREAS, Shareholder desires to sell 2,150,165 Common Shares, par value
$.10 per share, of the Company (the "Shares") to the Company, and the Company
desires to purchase the Shares from the Shareholder, on the terms and subject to
the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. Sale of Shares
1.1 Sale of Shares. Pursuant to the terms of this Agreement,
at the Closing (as hereinafter defined), Shareholder shall sell, transfer,
assign and deliver the Shares to the Company, and the Company shall purchase and
acquire the Shares from Shareholder.
1.2 Purchase Price and Payment. The aggregate purchase price
(the "Purchase Price") for the Shares shall be $35,090,692, representing a per
share amount equal to $16.32.
2. Closing
2.1 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place immediately following the
execution and delivery of this Agreement.
2.2 Deliveries by the Company to Shareholder. At the Closing,
the Company shall pay the Purchase Price to Shareholder by wire transfer of
federal funds or by delivery of a Company check.
2.3 Deliveries by Shareholder to the Company. At the Closing,
Shareholder shall deliver, or shall cause to be delivered, to the Company,
certificates evidencing the Shares, accompanied by stock powers and such other
documents as may be reasonably requested by the Company, or such other evidence
of transfer and assignment as the Company may reasonably request.
3. Representations and Warranties of Shareholder.
Shareholder hereby represents and warrants to the Company as follows:
3.1 Authority, etc. Shareholder has full right, power,
authority and capacity to execute and deliver this Agreement and to consummate
and perform the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Shareholder and (assuming the due
authorization, execution and delivery hereof by the Company) constitutes the
legal, valid and binding obligation of Shareholder, enforceable against her in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights and remedies generally, and subject as to
enforceability to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
3.2 Consents. No consent, approval, waiver, license or
authorization or other action by or filing with any person or governmental
authority is required on the part of Shareholder in connection with the
execution and delivery by Shareholder of this Agreement or the consummation by
Shareholder of the transactions contemplated hereby.
3.3 Ownership of Shares. The Shares are owned lawfully of
record and beneficially by Shareholder, free and clear of all liens,
encumbrances, restrictions and claims of every kind whatsoever, and upon
purchase of the Shares by the Company in accordance with the terms of this
Agreement, the Company shall have acquired good title to such Shares free and
clear of all liens, encumbrances, restrictions and claims of every kind
whatsoever.
3.4 Access to Information. Shareholder has had an opportunity
to discuss the Company's business, management and financial affairs with its
management and to obtain all information which she believes necessary to an
informed decision to sell the Shares. Shareholder is well-versed in financial
matters and is able to protect her interests in connection with the transactions
contemplated hereby by reason of (a) her relationships with the Company and
certain of its officers and directors; (b) her sophisticated business and
financial experience; and (c) the sophisticated business and financial
experience of her financial advisor and other advisors.
3.5 No Other Representations. Other than as specifically
set forth in this Agreement, Shareholder has made no representations or
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warranties (written or oral, express or implied) to the Company in respect of
the transactions contemplated hereby.
4. Representations and Warranties of the Company. The
Company hereby represents and warrants to Shareholder as follows:
4.1 Authority, etc. The Company has full corporate power and
authority to execute and deliver this Agreement and to consummate and perform
the transactions contemplated hereby. The execution and delivery of this
Agreement by the Company and the consummation and performance of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of the Company. This Agreement has been
duly and validly executed and delivered by the Company and (assuming the due
execution and delivery hereof by Shareholder) constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights and remedies generally, and subject as to enforceability to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
4.2 Consents. No consent, approval, waiver, license or
authorization or other action by or filing with any person or governmental
authority is required on the part of the Company in connection with the
execution and delivery by the Company of this Agreement or the consummation by
the Company of the transactions contemplated hereby.
4.3 Bylaws. Section 9.01 of the Bylaws of the Company (a
correct copy of which is attached as Annex I hereto) was duly adopted by the
Board of Directors of the Company on or before July 26, 1990 and currently is in
full force and effect.
4.4 No Other Representations. Other than as specifically set
forth in this Agreement, the Company has made no representations or warranties
(written or oral, express or implied) to Shareholder in respect of the
transactions contemplated hereby.
5. Indemnification.
(a) The Company shall indemnify and hold harmless Shareholder
against any and all losses, liabilities, claims, damages and expenses whatsoever
as incurred (including but not limited to attorneys' fees and any and all
expenses whatsoever incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation), to which she may
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become subject, insofar as such losses, liabilities, claims, damages or expenses
(or actions in respect thereof) arise out of or are based upon any inaccuracy in
the representations and warranties of the Company contained herein or any
failure of the Company to perform its obligations hereunder; and will reimburse
Shareholder for any legal and other expenses as such expenses are reasonably
incurred in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action.
(b) Shareholder shall indemnify and hold harmless the Company
against any and all losses, liabilities, claims, damages and expenses whatsoever
as incurred (including but not limited to attorneys' fees and any and all
expenses whatsoever incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation), to which it may
become subject, insofar as such losses, liabilities, claims, damages or expenses
(or actions in respect thereof) arise out of or are based upon any inaccuracy in
the representations and warranties of Shareholder contained herein or any
failure of Shareholder to perform its obligations hereunder; and will reimburse
the Company for any legal and other expenses as such expenses are reasonably
incurred in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action.
6. Survival. The representations and warranties made herein shall
survive the execution and delivery of this Agreement and the Closing.
7. Further Assurances. Each party hereto shall execute and deliver such
other documents or agreements as may be necessary or desirable for the
implementation of this Agreement and the consummation of the transactions
contemplated hereby.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, heirs and personal representatives.
9. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same document.
10. Governing Law. This Agreement, and all matters relating hereto,
shall be governed by and construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania as in effect from time to time, without regard
to any principles of choice of laws or conflicts of law.
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11. Section and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
12. Entire Agreement. This Agreement sets forth the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes any prior negotiations, agreements, understandings or
arrangements between the parties hereto with respect to the subject matter
hereof.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered on the day and year first above written.
XXXX MANUFACTURING CO.
By: ____________________________________
Name:
Title:
____________________________________
Name:
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ANNEX I
Section 9. MISCELLANEOUS
Section 9.01. Nonapplicability of Certain Laws. The following
provisions of the Act of April 27, 1990 (No. 36) amending the Pennsylvania
Business Corporation Law of 1988 and related statutes shall not be applicable to
the Corporation: (1) subsections (d) through (f) of Section 511 (15 Pa. C.S.
ss.511); (2) subsections (e) through (g) of Section ss.1721, (15 Pa. C.S.
ss.1721); (3) Subchapter G of Chapter 25 (15 Pa. C.S. ss.2561 through
ss.2567)(including Subchapters I (15 Pa. C.S. ss.2581 through ss.2583) and J (15
Pa. C.S. ss.2585 through ss.2588) which are dependent upon Subchapter G); and
(4) Subchapter H of Chapter 25 (15 Pa. C.S. ss.2571 though ss.2575). The Section
9.01 shall be effective July 26, 1990.
