Exhibit A
EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 30,
1997, is by and among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation,
(the "Company"), THE DOVER GROUP, INC. ("Dover"), XXXXXXX X. XXXXXXXXXXX
("Xxxxxxxxxxx") and XXXXX X. XXXXXXXXX ("Seller").
WHEREAS, Dover, Rittereiser or his or its designee ("Buyer") desire to
purchase from Seller, and Seller desires to sell to Buyer, 750,000 shares of the
issued and outstanding common stock of the Company, par value $.01 per share
(the "Shares"), for a total purchase price of $2,000,000 (the "Purchase Price"),
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Company desires to grant to Buyer registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), to the Shares;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, the following terms when used in this Agreement shall have the
following respective meanings, unless the context clearly indicates otherwise.
All capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the settlement agreement, dated as of January 30,
1997, by and among the Company, Rittereiser, UTTC, Dover and Seller (the
"Settlement Agreement"):
"Closing" is defined in Article XIII.
"Closing Date" is defined in Article XIII.
"Common Stock" shall mean the issued and outstanding common stock of the
Company, par value $.01 per share.
"Person" shall mean any individual, corporation, partnership, limited
liability company or partnership, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other entity
or organization.
"Securities Act" is defined in the Recital.
"Shares" is defined in the Recital.
ARTICLE II
SALE OF STOCK
2.1 Purchase and Sale. (a) On the basis of the representations, warranties,
covenants and agreements set forth herein and subject to the satisfaction or
waiver of the conditions set forth herein, upon execution of the Settlement
Agreement, Seller will sell the Shares to Buyer and Buyer will purchase the
Shares from Seller in consideration of $2,000,000 payable at the Closing (the
"Stock Purchase"). At the Closing, Seller and the Company (to the extent that it
has any of the Shares in its possession or control) shall deliver to Buyer the
stock certificates representing all of the Shares, accompanied by a stock power
duly executed in blank and shall take such steps as shall be necessary to cause
the Company to enter Buyer or any nominee(s) upon the books of the Company as
the holder of the Shares and to issue one or more share certificates evidencing
ownership of the Shares to Buyer or any nominee(s).
(b) Seller hereby agrees that during the period from the execution of the
Settlement Agreement through the Closing Date, Seller shall vote the Shares in
any and all stockholder meetings in the same manner and proportion as all other
shares of Common Stock are voted with respect to all matters, including any
proposal that relates to the operation or management of the Company and
proposals to elect or remove directors.
Page 14 of 20 pages
ARTICLE III
REQUEST FOR REGISTRATION
3.1 Request for Registration. (a) In case the Company shall receive from
Buyer a written request that the Company register under the Securities Act all
or a part of the Shares, the Company will, as soon as practicable, use its
diligent best efforts to register (including, without limitations, the execution
of an undertaking to file post-effective amendments, appropriate qualifications
under the applicable blue sky or other state securities laws and appropriate
compliance with exemptive regulations issued under the Securities Act and any
other governmental requirements or regulations) all or such portion of such
Shares as are specified in such request; provided, however, that the Company
shall not be obligated to take any action to register the Shares pursuant to
this Section 3.1 after (i) the Company has filed one such registration pursuant
to this subparagraph (a) with the Securities and Exchange Commission (the
"Commission") and such registration has been declared or ordered effective or
(ii) December 31, 2001.
(b) Subject to the foregoing proviso, the Company shall file with the
Commission a registration statement covering the Shares requested to be
registered as soon as practical, but in any event within ninety days, after
receipt of the request of Buyer; provided, however, that if the Company shall
furnish to such Buyer a certificate signed by the president of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company and its stockholders for such registration
statement to be filed at the date filing would be required and it is therefore
essential to defer the filing of such registration statement, the Company shall
have an additional period of not more than ninety days within which to file such
registration statement.
3.2 Underwriting. If Buyer intends to distribute the Shares covered by
their request by means of an underwriting, they shall so advise the Company as a
part of their request made pursuant to Section 3.1. In such event, if so
requested in writing by the Company, Buyer shall negotiate with an underwriter
selected by the Company with regard to the underwriting of such requested
registration; provided, however, that if Buyer has not agreed with such
underwriter as to the terms and conditions of such underwriting within twenty
days following commencement of such negotiations, Buyer may select an
underwriter of his choice. The Company, together with Buyer, shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company or Buyer, as the case may be.
ARTICLE IV
COMPANY REGISTRATION
4.1 Buyer Registration Rights. If the Company proposes at any time or from
time to time from the date hereof until December 31, 2001, to register any of
its Common Stock, either for its own account or the account of a holder or
holders of its Common Stock, in a registration statement under the Securities
Act, whether or not pursuant to an underwriting agreement, the Company shall
promptly give written notice to Buyer of its intention to register the Common
Stock. Such written notice shall include, without limitation, a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable blue sky or other state securities laws. Upon receipt of
the Company's written notice, Buyer shall have thirty days to provide the
Company with a written request specifying the total number of Shares to be
included in such registration under the Securities Act. Subject to Section 4.3
below, the Company shall include in such registration statement (and any related
qualification under blue sky laws or other compliance required under the
Securities Act) all the Shares requested to be included therein; provided,
however, that the Company may at any time withdraw or cease proceeding with any
such registration if it shall at the same time withdraw or cease proceeding with
the registration of all the other shares of Common Stock originally proposed to
be registered.
4.2 Underwriting. If Company decides to register any of its Common Stock
through an underwriter or underwriters, Buyer shall (together with the Company
and the other holders distributing their Common Stock through such underwriting)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.
4.3 Priority of Registration Rights. (a) Notwithstanding any other
provision of Section 4.1 or Section 4.2, if the Company or the managing
underwriter, as the case may be, determines that marketing factors require a
limitation on the number of shares of Common Stock to be sold, then the Company
will be required to include in such registration only that number of shares of
Common Stock which it believes or is so advised should be included in such
Page 15 of 20 pages
offering. The Common Stock proposed by the Company to be sold shall have the
first priority and all other shares of Common Stock, including the Shares and
any other shares of Common Stock in which registration rights have been
requested (the "Selling Shareholders' Shares"), shall be given a second priority
without preference among the relevant holders. If less than all of the Selling
Shareholders' Shares are to be registered, such shares shall be included in the
registration pro rata based on the total number of shares sought to be
registered other than for issuance by the Company.
(b) If market conditions force the Company to limit the number of shares of
Common Stock to be sold, the Company shall so advise Buyer of the number of
Shares that may be included in the registration statement at the time of filing
of the registration statement. If Buyer disapproves of the terms of any such
registration, he may elect to withdraw therefrom by written notice to the
Company and the underwriter, if any. Any portion of the Shares excluded or
withdrawn from such registration shall, unless Buyer requests otherwise, be
included in such registration but shall not be sold in a public distribution
prior to ninety days after the effective date of the registration statement
relating thereto.
ARTICLE V
EXPENSES OF REGISTRATION
5.1 Expenses. All expenses incurred in connection with any registration,
qualification or compliance pursuant to this Agreement, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and its
independent certified public accountants, underwriters (excluding discounts and
commissions), if any, and other persons retained by the Company, shall be shared
pro rata among the Company, Buyer and any other holders of shares of Common
Stock whose shares are included in such registration statement. Each party to
such registration statement shall pay a percentage of the expenses incurred by
the Company as determined by the number of their shares of Common Stock included
in such registration statement divided by the total number of shares of Common
Stock sold pursuant to the registration statement.
ARTICLE VI
REGISTRATION PROCEDURES
6.1 Registration Procedures. In the case of a registration statement filed
under the Securities Act pursuant to this Agreement, the Company will keep
Buyer, if participating therein, advised in writing as to the initiation of such
registration statement and as to the completion thereof. The Company will:
(a) Keep such registration statement pursuant to Section 3.1 or Section
4.1 effective for a period of 180 days or until Buyer has completed
the distribution described in the registration statement relating
thereto, whichever first occurs; and
(b) Furnish such number of prospectuses and other documents incident
thereto as Buyer from time to time may reasonably request.
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification by Buyer. Buyer will, if any of the Shares held by
Buyer are included in a registration statement pursuant to Section 3.1 or
Section 4.1, indemnify the Company, each of its directors and officers who sign
such registration statement, each underwriter, if any, and each person who
controls any such underwriter of the Shares and each person who controls the
Company within the meaning of the Securities Act, against all claims, losses,
damages, and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus or other document, or
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company, such directors, officers, persons, or
underwriters, if any, for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus or other document
in reliance upon and in conformity with information furnished to the Company by
Buyer specifically for use therein.
7.2 Indemnification by Company. With respect to a registration statement
filed with the Commission pursuant to Section 3.1 or Section 4.1, the Company
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will indemnify Buyer, each of Buyer's officers and directors, each person
controlling Buyer, each underwriter, if any, and each person who controls any
such underwriter of the Shares, against all claims, losses, damages, and
liabilities (or actions in respect thereto) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related registration statement,
notification or the like) incident to any such registration statement or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration statement and
will reimburse Buyer, each of Buyer's officers and directors, each person
controlling Buyer, each underwriter, if any, and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage or liability
arises out of or is based on any untrue statement or omission based upon
information furnished to the Company by Buyer or underwriter, if any,
specifically for use therein.
7.3 Indemnification Procedure. Each party entitled to indemnification under
this Article 7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that, counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense; provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article 7. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
ARTICLE VIII
INFORMATION BY BUYER
8.1 Information by Buyer. If any of the Shares are included in any
registration statement filed with the Commission pursuant to Section 3.1 or
Section 4.1, Buyer shall furnish to the Company such information regarding Buyer
and the distribution proposed by Buyer as the Company may request in writing and
as shall be required in connection with any such registration statement.
ARTICLE IX
ASSIGNMENT
9.1 Assignment. Buyer may assign this Agreement in its entirety to any
Person (an "Assignee") without the consent of any of the other parties hereto;
provided, however, that the Company is given written notice by Buyer at the time
or within a reasonable time after said transfer, stating the name and address of
said Assignee and identifying the share certificate(s) which are being assigned.
No party other than Buyer may assign any of their respective rights or delegate
any of their respective obligations under this Agreement to any party without
the prior written consent of each of the other parties hereto; provided,
however, that upon written notice to the parties hereto this Agreement may be
assigned by operation of law or pursuant to the laws of descent and
distribution. In the event of any assignment pursuant to this Section 9.1, Dover
and Rittereiser shall guarantee performance by such assignee under this
Agreement.
ARTICLE X
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
10.1 Representations and Warranties. Seller hereby represents and warrants
to Buyer that Seller is the lawful beneficial owner of the Shares and has
complete and unrestricted right to sell, transfer, assign and convey the Shares
to Buyer. Upon consummation of the transaction as contemplated by this
Agreement, Seller will deliver to Buyer good and marketable title to the Shares
free and clear of any liens, claims, charges, security interests, options or
other legal or equitable encumbrances.
Page 17 of 20 pages
ARTICLE XI
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
11.1 Representations and Warranties. Buyer is purchasing the Shares solely
for the purpose of investment and not with a view to distribution within the
meaning of the Securities Act. Buyer recognizes that the Shares have not been
and will not be registered under the Securities Act and further acknowledges
that he has been fully advised as to the applicable limitations upon resale of
the Shares, including the need to hold such Shares indefinitely unless they are
subsequently registered under the Securities Act or unless an exemption from
such registration is available.
ARTICLE XII
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
12.1 Representations and Warranties. (a) The Company is a corporation duly
incorporated and validly existing under the laws of the State of Delaware.
(b) No filing with, approval by or consent of any governmental authority,
court regulatory agency or any other person is required in order for the Company
to consummate the transactions contemplated by this Agreement.
ARTICLE XIII
CLOSING
13.1 Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on April 10, 1997 (the "Closing
Date"), at such time and place as the parties may mutually agree.
ARTICLE XIV
CONDITIONS TO CLOSE
Each party's obligation to consummate the Closing is subject to the
satisfaction on or prior to the Closing Date of all of the following conditions:
14.1 Representations and Warranties. The representations and warranties of
each party contained in this Agreement shall be true in all material respects on
and as of the Closing Date.
14.2 No Injunction. At the Closing Date, there shall be no injunction,
restraining order or decree of any nature of any court or governmental agency or
body of competent jurisdiction that is in effect that restrains or prohibits the
consummation of the transactions contemplated by this Agreement.
ARTICLE XV
GENERAL PROVISIONS
15.1 Representations and Warranties. Each party represents and warrants to
the other parties that (i) the execution, delivery and performance of this
Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto. The representations, warranties and covenants
of the parties set forth in this Agreement (including, without limitation,
Section 10.1, Section 11.1 and Section 12.1) shall survive the Closing.
15.2 Further Assurances. Each party agrees from time to time, at the
request of any other party, to execute such documents or ratify such agreements
as may be reasonably necessary to effect the agreements contained herein.
15.3 Modification. This Agreement shall not be modified or amended except
by an agreement in writing executed by all parties hereto.
15.4 Applicable Law. This Agreement shall be governed under the law of the
State of New York without regard to the principles of conflicts of law thereof.
15.5 Entire Agreement. This Agreement and the Settlement Agreement contain
the entire and final agreement between the parties with respect to the subject
matter hereof, and no oral statements, assumptions or representations or prior
written matter not contained or referred to in this instrument shall have any
force or effect.
Page 18 of 20 pages
15.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
15.7 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
15.8 Headings. The headings used in this Agreement are for convenience only
and shall not be deemed part of the agreements of the parties set forth herein.
15.9 Waiver. No consent or waiver, express or implied, by any party to or
of any breach or default by another party in performance by the breaching party
of its obligations under this Agreement shall be deemed or construed to be a
consent or waiver to or of any breach or default by the breaching party in the
performance by such breaching party of any other obligations of such breaching
party under this Agreement. Failure on the part of any party to object to or
complain of any act or failure to act of any of the other parties or to declare
any of the other parties in default shall not constitute a waiver of any right
or remedy or the ability to object or complain or to declare any default at any
time in the future.
15.10 Submission to Jurisdiction. Any judicial proceeding brought with
respect to this Agreement must be brought in any United States District Court
(or if such court lacks jurisdiction, any state court) sitting in New York, New
York and by execution and delivery of this Agreement, each signatory hereto (i)
hereby submits to and accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court
or that such court is an inconvenient forum.
15.11 No Broker. Each of the parties represents that no broker or finder
has been employed by either of them in connection with the transactions
contemplated by this Agreement.
15.12 Expenses. Whether the Closing does or does not occur, 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.
15.13 Notices. All notices or requests hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally or by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Seller shall be addressed to:
Xxxxx X. Xxxxxxxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 00-X
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxx Xxxxxxxx, Esq.
Xxxxx Xxxxxxxx & Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
or at such other address and to the attention of such other person as Seller may
designate by written notice to the other parties hereto. Notices to the Company
shall be addressed to:
Universal Trading Technologies Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx
Page 19 of 20 pages
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or at such other address and to the attention of such other person as the
Company may designate by written notice to the other parties hereto. Notices to
Buyer shall be addressed to:
The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or at such other address and to the attention of such other person as Buyer may
designate by written notice to the other parties hereto.
15.14 Time is of the Essence. Time is of the essence of this Agreement and
every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: President
THE DOVER GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chairman
XXXXXXX X. XXXXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxxxx
XXXXX X. XXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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