REDEMPTION AGREEMENT
Exhibit
99.4
REDEMPTION
AGREEMENT
THIS
REDEMPTION
AGREEMENT
(this
“Agreement”)
is
made and entered into effective as of February 16, 2007 (the “Effective
Date”)
by and
among the stockholders set forth on the signature pages hereto (each a
"Stockholder"
and
collectively, the “Stockholders”)
and ACQUICOR
TECHNOLOGY
INC., a
Delaware corporation (the
"Company").
RECITALS
A. The
Stockholders own the shares of the Company’s Common Stock, $0.0001 par value
(the “Common
Stock”),
set
forth on SCHEDULE
A
hereto.
B. The
Stockholders desire to sell to the Company the shares of the Common Stock
identified on SCHEDULE
A
hereto
(the “Redemption
Shares”)
pursuant to the terms and conditions set forth in this Agreement.
C. The
Company desires to repurchase and redeem all Redemption Shares pursuant to
the
terms and conditions set forth in this Agreement.
AGREEMENT
In
consideration of the foregoing and of the mutual promises, covenants and
releases set forth below, the parties agree as follows:
1. REDEMPTION
OF
SHARES.
Each
Stockholder hereby agrees to sell such Stockholder’s Redemption Shares to the
Company, and the Company hereby agrees to redeem such Redemption Shares from
such Stockholder, on the Effective Date and in accordance with the terms and
conditions set forth in this Agreement.
2.
PURCHASE
PRICE
AND
CLOSING. On
the date hereof or at such other date mutually agreed upon by the parties
hereto, the Company shall pay to each Stockholder the redemption price
set forth
on SCHEDULE
A
in
respect of such Stockholder (with respect to each Stockholder, the “Redemption
Price”)
upon
surrender by such Stockholder to the Company of the original stock
certificate(s) representing such Stockholder’s Redemption Shares, duly endorsed
for transfer to the Company pursuant to the form of stock powers attached
hereto
as Exhibit
A for
the
Shares to be repurchased, or a duly executed and notarized lost share
certificate affidavit and indemnity agreement, in the form provided by
the
Company.
3.
ASSIGNMENT;
BINDING
EFFECT.
Subject
to the limitations set forth in this Agreement, this Agreement shall be
binding
upon and inure to the benefit of the executors, administrators, heirs,
legal
representatives, predecessors and successors of the parties hereto.
4.
GOVERNING
LAW. This
Agreement shall be governed by and construed in accordance with internal,
substantive laws of the State of California without reference to conflict
of law
principles.
5.
MISCELLANEOUS.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes and merges all prior agreements
or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the parties
agree
to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (a) such provision shall be excluded from this Agreement,
(b)
the balance of the Agreement shall be interpreted as if such provision were
so
excluded and (c) the balance of the Agreement shall be enforceable in accordance
with its terms.
This
Agreement may be executed in two or more counterparts, including facsimile
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument and
agreement.
6.
EFFECTIVENESS. This
Agreement shall not be effective with respect to the Company and any Stockholder
unless and until it is executed by the Company and such Stockholder, it being
understood and agreed that upon such execution, the Agreement will be effective
automatically with respect to the Company and such Stockholder and without
further action by any person or party and shall be deemed to have been mutually
delivered and accepted by the parties immediately upon such
execution.
7.
FURTHER ASSURANCES. Each
of the parties hereto agrees that, at the reasonable request of the other
party
from time to time, it shall take such further actions, execute and deliver
such
further documents, and provide such further assurances, as may be necessary
or
appropriate to evidence or confirm the repurchase of the Redemption Shares
by
the Company hereunder and the respective obligations of the parties hereunder
and to provide for their due performance as contemplated hereby.
8.
COUNTERPARTS; FACSIMILE EXECUTION. This
Agreement may be executed in counterparts, each of which shall be deemed
an
original, but which together shall constitute one and the same instrument.
This
Agreement may be executed by facsimile.
9.
NOTICES. All
notices and other communications under this Agreement shall be in writing.
Unless and until the parties are notified in writing to the contrary, all
notices, communications and documents, if not delivered by hand, shall be
mailed, addressed to the addresses set forth under each party’s signature to
this Agreement. Notices and communications shall be mailed by first class
mail,
postage prepaid; documents shall be mailed by registered mail, return receipt
requested, postage prepaid.
[SIGNATURE
PAGES
FOLLOW]
2
IN
WITNESS
WHEREOF, the
parties have executed this REDEMPTION
AGREEMENT
on
the
date set forth above, to be effective on the Effective Date.
THE
STOCKHOLDERS:
ACQUICOR
MANAGEMENT
LLC
By: /s/ Xxxxxxx X. Xxxxxx | |||
Name: Xxxxxxx X. Xxxxxx |
|||
Title:
Manager
|
XXXXX
X. XXXXXX
|
|||
/s/
Xxxxx X. Xxxxxx
|
|||
|
|||
XXXX
X. XXXXXX, AS
TRUSTEE
OF
THE
XXXX
X. XXXXXX
LIVING
TRUST
|
|||
/s/
Xxxx X. Xxxxxx
|
XXXXXX
X. XXXXX
|
|||
/s/
Xxxxxx X. Xxxxx
|
|||
|
THE
COMPANY:
|
|||
ACQUICOR
TECHNOLOGY
INC.
|
|||
By:
/s/
Xxxxxxx X. Xxxxxx
|
|||
Name:
Xxxxxxx X. Xxxxxx
|
|||
Title:
Chairman
and Chief Executive Officer
|
EXHIBIT
A
STOCK
POWER
(STOCK
ASSIGNMENT
SEPARATE
FROM
CERTIFICATE)
FOR
VALUE
RECEIVED,
the
undersigned hereby sells, assigns and transfers unto ACQUICOR
TECHNOLOGY
INC.
__________
shares
of Common Stock of ACQUICOR
TECHNOLOGY
INC.,
a
Delaware corporation (the “Company”),
standing in its name on the books of such Company, as represented by
Certificate(s) No. ____, which is/are attached hereto and does hereby
irrevocably constitute and appoint Xxxxxx Godward LLP as its attorney, to
transfer such stock on the books of the Company with full power of substitution
in the premises.
Dated:
_________ __, 2007
[STOCKHOLDER]
|
||
|
|
|
By: | ||
Name:
|
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Title: |
SCHEDULE
A
REDEMPTION
Insider
|
Number
of shares
|
Redemption
Price
|
|||||
1,669,759
|
$
|
7,768.15
|
|||||
Xxxxxx
X. Xxxxx
|
67,993
|
$
|
316.32
|
||||
Xxxx
X. Xxxxxx Living Trust
|
67,993
|
$
|
316.32
|
||||
Xxxxx
X. Xxxxxx
|
67,993
|
$
|
316.32
|