Exhibit 10.1
STOCK PURCHASE AGREEMENT
BY AND AMONG
DEL GLOBAL TECHNOLOGIES CORP.
AND
GIUSEPPE XXXXXXX XXXXXXXXX
XXXXXX XXXXXXX
XXXXXXX XXXXXX
AND
XXXXX XXXXXXXXX
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Dated as of December 22, 2005
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TABLE OF CONTENTS
Page
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Section 1. Purchase and Sale of Shares......................................1
Section 2. Purchase Price...................................................1
Section 3. Restricted Nature of Stock Consideration.........................2
Section 4. Conditions Precedent.............................................3
Section 5. Closing..........................................................3
Section 6. Representations and Warranties of the Sellers....................5
(a) Good Title...........................................................5
(b) Authority Relative to and Validity of this Agreement.................5
(c) Required Filings and Consents........................................5
(d) Brokers' or Finders' Fees............................................6
(e) Sellers' Addresses, Access to Information, Experience, Etc...........6
(f) Purchase Entirely for Own Account....................................6
(g) Restricted Securities................................................6
Section 7. Representations and Warranties of the Purchaser..................7
(a) Corporate Organization; Requisite Authority to Conduct Business......7
(b) Execution and Delivery...............................................7
(c) No Conflicts; Absence of Defaults....................................7
(d) Required Filings and Consents........................................7
(e) Brokers' or Finders' Fees............................................8
Section 8. Non-Solicitation.................................................8
(a) Non-Solicitation of Employees........................................8
(b) Non-Solicitation of Customers or Suppliers...........................8
(c) Remedies.............................................................8
(d) Enforceability.......................................................8
Section 9. Indemnification..................................................8
(a) Indemnification by the Sellers.......................................8
(b) Indemnification by the Purchaser.....................................9
(c) Survival.............................................................9
(d) Third Party Claims...................................................9
(e) Reduction for Insurance..............................................9
Section 10. Demand Registration............................................10
Section 11. Miscellaneous..................................................11
(a) Expenses............................................................11
(b) Notices.............................................................11
(c) Entire Agreement....................................................12
(d) Binding Effect, Benefits, Assignments...............................12
(e) Applicable Law......................................................12
(f) Jurisdiction........................................................12
(g) Headings............................................................12
(h) Counterparts........................................................13
(i) Further Assurances..................................................13
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered
into as of the 22nd day of december 2005 by and among Del Global Technologies
Corp., a New York corporation (the "Purchaser"), and Mr. Giuseppe Xxxxxxx
Xxxxxxxxx (Italian Tax Code number: MMN CML 47E25 H2240), Xx. Xxxxxx Xxxxxxx
(Italian Tax Code number: XXX XXX 00X00 X000X), Xx. Xxxxxxx Xxxxxx (Italian Tax
Code number: XXX XXX 00X00 X000X) and Xx. Xxxxx Xxxxxxxxx (Italian Tax Code
number: XXX XXX 00X00 X000X) (each a "Seller" and, collectively, the "Sellers").
W I T N E S S E T H:
WHEREAS, the Sellers are the owners of the shares of the issued and
outstanding capital stock of Villa Sistemi Medicali, S.p.A., an Italian Joint
Stock Company registered with the Register of Companies of Milan/Tax Code No.
10022080153 ("Villa"), as set forth on Schedule A hereto, which shares represent
20% of the outstanding capital stock of Villa (the "Shares");
WHEREAS, the Purchaser is the owner of 5,200,000 shares of the issued
and outstanding capital stock of Villa, which shares represent 80% of the
outstanding capital stock of Villa;
WHEREAS, the Purchaser has proposed to purchase the Shares on the terms
and conditions contained herein; and
WHEREAS, the Purchaser and the Sellers desire to consummate the
purchase and sale of the Shares on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. PURCHASE AND SALE OF SHARES. On the terms and subject to
the conditions of this Agreement and contingent upon fulfillment of the
conditions precedent referred to in Section 4 below, the Purchaser hereby
undertake to purchase from each of the Sellers, and each of the Sellers hereby
undertake to sell, transfer, assign, convey and deliver to the Purchaser, the
number of Shares set forth opposite such Seller's name on SCHEDULE A hereto for
an amount equal to the Purchase Price (as defined below) at Closing as set forth
in Section 5 hereof.
SECTION 2. PURCHASE PRICE.
(a) The purchase price for each Seller's Shares (the "Purchase Price")
shall consist of:
(i) the cash consideration as set forth next to such Seller's
name under the column "Cash Consideration" on SCHEDULE B hereto (the "Cash
Consideration"), and
(ii) such number of shares of common stock, $.10 par value per
share, of the Purchaser (the "Purchaser Common Stock") as set forth next to such
Seller's name under the column "Purchaser Common Stock" on SCHEDULE B hereto
(the "Stock Consideration").
(b) The Cash Consideration shall be paid and the Stock Consideration
shall be delivered by the Purchaser to each of the Sellers at Closing (as
hereinafter defined).
SECTION 3. RESTRICTED NATURE OF STOCK CONSIDERATION.
(a) Each Seller may transfer his shares of Stock Consideration so long
as such transfer is in accordance with any applicable US federal or state
securities or "blue sky" laws, rules or regulations (collectively, the
"Securities Laws"). The certificates evidencing the Stock Consideration
delivered to the Sellers pursuant to this Agreement shall bear a legend
substantially in the form set forth below:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION (COLLECTIVELY, THE "SECURITIES LAWS") AND MAY
NOT BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION, EXCEPT IN ACCORDANCE WITH AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ANY APPLICABLE
SECURITIES LAWS PROVIDED THAT DEL GLOBAL TECHNOLOGIES CORP. SHALL
HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO IT CONFIRMING
THAT THE REQUIREMENTS OF SUCH EXEMPTION HAVE BEEN SATISFIED."
(b) Each Seller shall not transfer any shares of the Stock
Consideration at any time if such transfer would constitute a violation of any
Securities Laws, or a breach of the conditions to any exemption from
registration of the Stock Consideration under any such Securities Law on which
any Seller is relying at the time of his sale.
(c) The Purchaser hereby covenants and agrees to cause the removal of
the restricted legend referred to in Section 3(a) hereof from the certificates
evidencing the Stock Consideration on the two-year anniversary of the date of
issuance of the Stock Consideration to the maximum extent permitted under the
Securities Laws.
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SECTION 4. CONDITIONS PRECEDENT. The Parties hereto shall be bound to
close and perform the sale and transfer of the Shares under this Agreement only
upon due fulfillment of the following conditions precedent (each a "Condition
Precedent" and jointly the "Conditions Precedent"):
(a) the Board of Directors of Villa has unanimously resolved to
propose to the shareholders the distribution of any distributable dividends and
reserves with the favorable opinion of the Board of Statutory auditors; and
(b) Mr. Giuseppe Xxxxxxx Xxxxxxxxx has tendered his unconditional and
irrevocable resignations under the employment agreement currently in force with
Villa substantially in the form of the draft attached hereto as SCHEDULE C; and
(c) Mr. Giuseppe Xxxxxxx Xxxxxxxxx has tendered his unconditional and
irrevocable resignations from his office as Managing Director and member of the
Board of Directors of Villa substantially in the form of the draft attached
hereto as SCHEDULE D; and
(d) Villa and Mr. Giuseppe Xxxxxxx Xxxxxxxxx have duly executed the
Settlement Agreement concerning the current employment relationship
substantially in the form of the draft attached hereto as SCHEDULE E; and
(e) the shareholders of Villa have unanimously resolved upon the
distribution to the shareholders of any distributable dividends and reserves;
and
(f) the Sellers have assigned and transferred to the Purchaser their
credit arising from the right to distribution of the accred dividends and
reserves as resolved upon by the shareholders' meeting of Villa; and
(g) Villa has duly and timely paid to the shareholders or to any
assignees of shareholders' rights to the dividends' and reserves' distribution
as resolved by the shareholders.
Should the any of the Conditions Precedent not having been fulfilled
for whatever reason by December 23rd, 2005, each Party may unilaterally
terminate this Agreement in which case no Party shall have any liability under
this Agreement and any existing liability shall cease to exist.
SECTION 5. CLOSING.
(a) The Closing of the transaction contemplated herein shall take
place at the offices of Xxxxx & XxXxxxxx, in Milan (Italy), 3 Xxxxxx Xxxx, on
the same day on which the last of the Conditions Precedent is duly fulfilled or
within the following three (3) business days, or in such other place and date as
the parties may mutually agree in writing, however not later than December 23rd,
2005.
(b) Immediately after the execution of this Agreement and before
Closing a meeting of the Board of Directors of Villa shall be held in order to
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resolve upon the distribution any distributable dividends and reserves and to
call a shareholders' meeting to resolve upon said distribution.
(c) On the Closing Date, the following actions shall be performed in
the following order; provided, however, that for the purpose of this Agreement
the Closing shall be deemed to have properly occurred only upon any and all of
the following actions being duly completed, so that failing completion of one or
some of the following actions no transfer of the Share shall be considered to
have occurred and the Parties shall procure to undo the transaction :
(i) Mr. Giuseppe Xxxxxxx Xxxxxxxxx shall tender his unconditional
and irrevocable resignations under the employment agreement currently in force
with Villa substantially in the form of the draft attached hereto as SCHEDULE C;
and
(ii) Mr. Giuseppe Xxxxxxx Xxxxxxxxx has tendered his
unconditional and irrevocable resignations from his office as Managing Director
and member of the Board of Directors of Villa substantially in the form of the
draft attached hereto as SCHEDULE D; and
(iii) Villa and Mr. Giuseppe Xxxxxxx Xxxxxxxxx shall duly execute
the Settlement Agreement concerning the current employment relationship
substantially in the form of the draft attached hereto as SCHEDULE E; and
(iv) a shareholders meeting of Villa shall be held on plenary
session and shall resolve upon the distribution to the Villa shareholders of any
distributable accrued dividends and reserves; and
(v) Villa shall pay to the Purchaser any and all amounts still
outstanding under any commercial and or corporate relationship; and
(vi) the Sellers shall assign and transfer to the Purchaser and
the Purchaser shall acquire from the Sellers at face value, their respective
right to distribution and payment of the dividends and reserves as resolved upon
by the Villa shareholders' meeting substantially in accordance with the draft
attached hereto as SCHEDULE F; and
(vii) the Purchaser shall pay to the Sellers the consideration
under for the assignment and transfer of the dividends and reserves as referred
to in the preceding paragraph; and
(viii) Villa shall pay the entire amount of the accrued dividends
and reserves as resolved upon by the Villa shareholders' meeting to the
Purchaser as entitled shareholder and assignee of the right to said
distribution; and
(ix) the each of the Sellers shall endorse, and Xx. Xxxxxxx
Xxxxxx shall cause his wife to endorse, in favor of the Purchaser pursuant to
Italian law, the share certificates representing the Shares respectively owned
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by them, and shall execute any additional ancillary document to the effect that
the Purchaser acquire full and unencumbered title to the Shares; and
(x) the Purchaser shall pay to each of the Sellers the relevant
portion of the Cash Consideration and shall deliver to each of them the stock
certificates representing the relevant portion of the Stock Consideration;
(xi) a director of Villa shall record the transfer of the Shares
on the Villa shareholders' ledger.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the
Sellers, jointly and severally, represents and warrants to the Purchaser as
follows, which representations and warranties are true and correct as at the
date hereof and shall be true and correct at Closing:
(a) GOOD TITLE. Each Seller has good title to, the right to possession
of and the right to sell the number of Shares as set forth next to his name
under the column "Shares Held" on Schedule A hereto, free and clear of any
pledges, liens, charges, encumbrances, proxies, options, rights to purchase or
other restrictions or potentially adverse claims of any kind or nature
(collectively, "Adverse Claims"), and concurrent with the execution of this
Agreement, each Seller will transfer such Shares to the Purchaser free and clear
of any Adverse Claims. In connection therewith, each Seller hereby covenants to
defend transfer of such Shares to the Purchaser against any and all persons who
claim title to or interest in such Shares. Mr. Giuseppe Xxxxxxx Xxxxxxxxx, Xx.
Xxxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxxxx are in regime of separation of goods and
assets from the relevant wife, while Xx. Xxxxxxx Xxxxxx is in regime o communion
of goods and assets with his wife.
(b) AUTHORITY RELATIVE TO AND VALIDITY OF THIS AGREEMENT. This
Agreement has been duly executed and delivered by each of the Sellers and
constitutes the legal, valid and binding obligations of such Seller, enforceable
in accordance with its terms, except (i) as such enforceability may be limited
by or subject to any bankruptcy, reorganization, moratorium or other similar
laws affecting creditors' rights generally, (ii) as such obligations are subject
to general principles of equity, and (ii) as rights to indemnity may be limited
by US federal or state securities laws or by public policy. Neither the
execution and delivery by the Sellers of this Agreement, nor the consummation of
the transactions contemplated hereby, will violate any provision of law, any
order of any court or other agency of government, or any judgment, award or
decree or any indenture, agreement or other instrument to which each Seller is a
party, or by which he or any of his properties or assets is bound or affected,
or result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets of such Seller.
(c) REQUIRED FILINGS AND CONSENTS. The Sellers are not required to
submit any notice, report or other filing with any Governmental Authority (as
hereinafter
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defined) in connection with the execution, delivery and performance of this
Agreement. No filing with, or any notification to, or any approval, permission,
consent, ratification, waiver, authorization, order, finding of suitability,
permit, license, franchise, exemption, certification or similar instrument or
document (each, an "Authorization") of or from, any court, arbitral tribunal,
arbitrator, administrative or regulatory agency or commission or other
governmental or regulatory authority, agency or governing body, domestic or
foreign (each, a "Governmental Authority"), or any other person, or under any
statute, law, ordinance, rule, regulation or agency requirement of any
Governmental Authority, on the part of the Sellers is required in connection
with the execution and delivery of this Agreement or the performance by Sellers
of their respective obligations under this Agreement.
(d) BROKERS' OR FINDERS' FEES. No broker, finder or investment banker
is entitled to any brokerage or finder's fee or other commission in connection
with the transactions contemplated hereby based on the arrangements made by or
on behalf of the Sellers.
(e) SELLERS' ADDRESSES, ACCESS TO INFORMATION, EXPERIENCE, ETC.
(i) The addresses set forth on the signature pages of this
Agreement is each Seller's true and correct business, residence or domicile
address. Each Seller has received and read and is familiar with this Agreement.
Each Seller has had the opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms and conditions of this
investment. Each Seller has substantial experience in business and financial
affairs and is capable of evaluating the merits and risks of his investment
decision to purchase securities of the Purchaser.
(ii) Each Seller acknowledges that he has had an opportunity to
evaluate all information regarding the Purchaser as he has deemed necessary or
desirable in connection with the transactions contemplated by this Agreement,
has independently evaluated the transactions contemplated by this Agreement and
has reached its own decisions to enter into this Agreement.
(f) PURCHASE ENTIRELY FOR OWN ACCOUNT. The Stock Consideration to be
received by each Seller pursuant to the terms hereof will be acquired for
investment for each Seller's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof.
(g) RESTRICTED SECURITIES. Each Seller understands that the securities
it is purchasing pursuant to the terms hereof are characterized as "restricted
securities" under the US federal securities laws inasmuch as they are being
acquired from the Purchaser in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without registration under the Securities Act of 1933, as amended (the
"Securities Act") only in certain limited circumstances. In this regard, each
Seller represents that it is familiar with Rule 144 promulgated under the
Securities Act ("Rule 144"), as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.
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SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The
Purchaser hereby represents and warrants to the Sellers as follows:
(a) CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT BUSINESS.
The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York. The Purchaser has full
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby;
and this Agreement has been duly authorized and approved by its Board of
Directors and no further action on the part of the Purchaser is necessary to
authorize the execution and delivery by it of, and the performance of its
obligations under, this Agreement. There are no corporate, contractual,
statutory or other restrictions of any kind upon the power and authority of the
Purchaser to execute and deliver this Agreement and to consummate the
transactions contemplated hereunder and no action, waiver or consent by any
Governmental Authority is necessary to make this Agreement a valid instrument
binding upon the Purchaser in accordance with its terms.
(b) EXECUTION AND DELIVERY. This Agreement has been duly executed and
delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, except (i) as such
enforceability may be limited by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, (ii) as such obligations are subject to general principles of equity,
and (iii) as rights to indemnity may be limited by US federal or state
securities laws or by public policy.
(c) NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and
performance of this Agreement by the Purchaser and the consummation of the
transactions contemplated hereby does not and will not conflict with or violate
(a) the Purchaser's certificate of incorporation or by-laws or (b) any agreement
governing the organization, management, business or affairs of the Purchaser or,
in any material respect, any agreement or instrument which the Purchaser may be
a party or by which the Purchaser (or any of its properties) is bound, or (c)
any material law, administrative regulation or rule or court order, judgment or
decree applicable to the Purchaser, nor will the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby constitute
a material breach of, or any event of default under, any material contract or
agreement to which the Purchaser is bound, or by which the Purchaser (or any of
its properties) may be bound or affected.
(d) REQUIRED FILINGS AND CONSENTS. Except as may be required by US
federal or state securities laws, the Purchaser is not required to submit any
notice, report or other filing with any Governmental Authority in connection
with the execution, delivery and performance of this Agreement. No Authorization
of or from any Governmental Authority, or any other person, or under any
statute, law, ordinance, rule, regulation or agency requirement of any
Governmental Authority, on the part of the Purchaser is required in connection
with the execution and delivery of this Agreement and the performance by the
Purchaser of its obligations under this Agreement.
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(e) BROKERS' OR FINDERS' FEES. No broker, finder or investment banker
is entitled to any brokerage or finder's fee or other commission in connection
with the transactions contemplated hereby based upon the arrangements made by or
on behalf of the Purchaser.
SECTION 8. NON-SOLICITATION.
(a) NON-SOLICITATION OF EMPLOYEES. For a period of two (2) years from
the date hereof, Mr. Giuseppe Xxxxxxx Xxxxxxxxx will not, directly or
indirectly, employ, or knowingly permit any other company or business
organization which employs such Seller or is directly or indirectly controlled
by such Seller to employ, any person who is employed by the Purchaser or any of
its subsidiaries, subdivisions or affiliates, or in any manner seek to induce
any such person to leave his or her employment with the Purchaser or any of its
subsidiaries, subdivisions or affiliates.
(b) NON-SOLICITATION OF CUSTOMERS OR SUPPLIERS. For a period of two
(2) years from the date hereof, Mr. Giuseppe Xxxxxxx Xxxxxxxxx will not request
or otherwise attempt to induce or influence, directly or indirectly, any present
customer or supplier, or prospective customer or supplier, of the Purchaser or
any of its subsidiaries, subdivisions or affiliates, or other persons sharing a
business relationship with the Purchaser or any of its subsidiaries,
subdivisions or affiliates, to cancel, limit or postpone their business with the
Purchaser or any of its subsidiaries, subdivisions or affiliates, or otherwise
take action which might be to the material disadvantage of the Purchaser or of
its subsidiaries, subdivisions or affiliates.
(c) REMEDIES. Mr. Giuseppe Xxxxxxx Xxxxxxxxx agrees that the breach of
this Section 7 by him will cause irreparable damage to the Purchaser and that in
the event of such breach the Purchaser shall have, in addition to any and all
remedies of law, the right to an injunction, specific performance or other
equitable relief to prevent the violation of his obligations hereunder.
(d) ENFORCEABILITY. Mr. Giuseppe Xxxxxxx Xxxxxxxxx agrees that each
provision of this Section 7 shall be treated as a separate and independent
clause, and the unenforceability of any one clause shall in no way impair the
enforceability of any of the other clauses herein. Moreover, if one or more of
the provisions contained in this Section 7 shall for any reason be held to be
excessively broad as to scope, activity or subject so as to be unenforceability
at law, such provision or provisions shall be construed by the appropriate
judicial body by limiting and reducing it or them, so as to be enforceable to
the maximum extent compatible with the applicable law as it shall then appear.
SECTION 9. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE SELLERS. Subject to the limits set forth in
this Section 8, each of the Sellers, jointly and severally, agrees to indemnify,
defend and hold the Purchaser and each of its directors and officers harmless
from and against any and all loss, liability, damage, costs and expenses
(including interest, penalties and attorneys' fees) (collectively, "Losses")
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that the Purchaser or any of its affiliates may incur or become subject to
arising out of or due to any inaccuracy of any representation or the breach of
any warranty or covenant of the Sellers contained in this Agreement. The Sellers
will reimburse the Purchaser and each controlling person for any legal or any
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding.
(b) INDEMNIFICATION BY THE PURCHASER. Subject to the limits set forth
in this Section 8, the Purchaser agrees to indemnify, defend and hold the
Sellers harmless from and against any and all Losses that the Sellers may incur
or become subject to arising out of or due to any inaccuracy of any
representation or the breach of any warranty or covenant of the Purchaser
contained in this Agreement. The Purchaser will reimburse the Sellers for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding.
(c) SURVIVAL. The representations, warranties and covenants of the
Sellers and the Purchaser set forth in this Agreement shall survive until the
first anniversary of the date of this Agreement.
(d) THIRD PARTY CLAIMS. In order for a party (the "indemnified party")
to be entitled to any indemnification provided for under this Agreement in
respect of, arising out of, or involving a claim or demand or written notice
made by any third party against the indemnified party (a "Third Party Claim")
after the date hereof, such indemnified party must notify the indemnifying party
(the "indemnifying party") in writing of the Third Party Claim within 30
business days after receipt by such indemnified party of written notice of the
Third Party Claim; provided that the failure of any indemnified party to give
timely notice shall not affect his right of indemnification hereunder except to
the extent the indemnifying party has actually been prejudiced or damaged
thereby. If a Third Party Claim is made against an indemnified party, the
indemnifying party shall be entitled, if it so chooses, to assume the defense
thereof with counsel selected by the indemnifying party (which counsel shall be
reasonably satisfactory to the indemnified party). If the indemnifying party
assumes the defense of a Third Party Claim, the indemnified party will cooperate
in all reasonable respects with the indemnifying party in connection with such
defense, and shall have the right to participate in such defense with counsel
selected by it. The fees and disbursements of such counsel, however, shall be at
the expense of the indemnified party; provided, however, that, in the case of
any Third Party Claim of which the indemnifying party has not employed counsel
to assume the defense, the fees and disbursements of such counsel shall be at
the expense of the indemnifying party. Except as otherwise provided herein, the
indemnified party will not, except at its own cost and expense, settle or
compromise any Third Party Claim for which it is entitled to indemnification
hereunder without the prior written consent of the indemnifying party, which
will not be unreasonably withheld.
(e) REDUCTION FOR INSURANCE. The gross amount which an indemnifying
party is liable to, for, or on behalf of the indemnified party pursuant to this
Section 8 (the "Indemnifiable Loss") shall be reduced (including, without
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limitation, retroactively) by any insurance proceeds actually recovered by or on
behalf of such indemnified party related to the Indemnifiable Loss. If an
indemnified party shall have received or shall have had paid on its behalf an
indemnity payment in respect of an Indemnifiable Loss and shall subsequently
receive directly or indirectly insurance proceeds in respect of such
Indemnifiable Loss, then such indemnified party shall pay to such indemnifying
party the net amount of such insurance proceeds or, if less, the amount of such
indemnity payment.
SECTION 10. DEMAND REGISTRATION.
(a) Subject to Section 9(f) hereof, at any time on or after the date
Mr. Giuseppe Xxxxxxx Xxxxxxxxx is no longer employed by Villa, Mr. Giuseppe
Xxxxxxx Xxxxxxxxx may make a written demand (a "Demand Registration") for
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), for resale of all or part of the Stock Consideration received by him (the
"Registrable Securities"). Any demand for a Demand Registration shall specify
the number of shares of Registrable Securities to be registered. Subject to the
conditions of this Section 9, the Purchaser shall use its best efforts to file
such registration statement under the Securities Act as promptly as practicable
after the date any such request is received by the Purchaser and to use its best
efforts to cause such registration statement to be declared effective. The
Purchaser shall notify Mr. Giuseppe Xxxxxxx Xxxxxxxxx promptly when any such
registration statement has been declared effective. The Purchaser shall not be
obligated to effect more than one (1) Demand Registration under this Section
9(a) in respect of the Registrable Securities.
(b) Registrations under Section 9(a) hereof shall be on the
appropriate registration form of the U.S. Securities Exchange Commission (the
"SEC") as shall permit the disposition of the Registrable Securities to be
registered in accordance with the intended method or methods of disposition;
provided, however, that such intended method of disposition shall not include an
underwritten offering of the Registrable Securities.
(c) Mr. Giuseppe Xxxxxxx Xxxxxxxxx shall bear all costs and expenses
in connection with any registration in accordance with Section 9(a) hereof up to
a maximum of $300,000. The Purchaser shall bear all costs and expenses in excess
of $300,000 in connection with any registration in accordance with Section 9(a)
hereof.
(d) Upon receipt by Mr. Giuseppe Xxxxxxx Xxxxxxxxx of any notice from
the Purchaser of any request by the SEC for any amendment or supplement to the
registration statement filed in connection with any Demand Registration or any
prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such registration statement, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
or upon any suspension by the Purchaser of the ability of all "insiders" to
transact in the Purchaser's securities because of the existence of material
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no-public information, Mr. Giuseppe Xxxxxxx Xxxxxxxxx shall immediately
discontinue disposition of such Registrable Securities pursuant to the
registration statement covering such Registrable Securities until he receives
the supplemented or amended prospectus or the restriction on the ability of
"insiders" to transact in the Company's securities is removed, as applicable,
and, if so directed by the Purchaser, Mr. Giuseppe Xxxxxxx Xxxxxxxxx will
deliver to the Purchaser all copies then in his possession of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.
(e) Mr. Giuseppe Xxxxxxx Xxxxxxxxx shall provide such information as
may be reasonably requested by the Purchaser in connection with the preparation
of the registration statement, including amendments and supplements thereto, in
order to effect the registration of the Registrable Securities under the
Securities Act pursuant to Section 9(a) hereof and in connection with the
Purchaser's obligations to comply with federal and applicable state securities
laws.
(f) Notwithstanding anything herein to the contrary, as to the
Registrable Securities, such securities shall cease to be Registrable Securities
and the provisions of Section 9 hereof shall terminate when: (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such registration
statement; (ii) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Purchaser and subsequent public distribution of them
shall not require registration under the Securities Act; (iii) such securities
shall have ceased to be outstanding; or (iv) the Registrable Securities are
salable under Rule 144(k) of the Securities Act.
SECTION 11. MISCELLANEOUS.
(a) EXPENSES. Each party shall pay its own costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby;
provided, however, that (i) the Purchaser and the Sellers shall each pay
one-half of the stamp-duties relevant to the endorsement and delivery of the
Shares and (ii) the notary fees to be paid for the notarization of the
endorsement of the certificates representing the Shares shall be borne by the
Purchaser. The Purchaser shall have the right to select the notary public who
will attend the closing of the transactions contemplated by this Agreement.
(b) NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or by
facsimile transmission, in either case with receipt acknowledged, or three days
after being sent by registered or certified mail, return receipt requested,
postage prepaid:
(i) If to the Purchaser to:
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Del Global Technologies Corp.
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
(ii) If to the Sellers, to the addresses listed on the
signature pages hereto.
or to such other address as any party shall have specified by notice in writing
to the other in compliance with this Section 10.
(c) ENTIRE AGREEMENT. This Agreement, including the Schedules hereto,
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof and supersedes all prior agreements,
representations and understandings among the parties hereto.
(d) BINDING EFFECT, BENEFITS, ASSIGNMENTS. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns; nothing in this Agreement, expressed or implied, is
intended to confer on any other person, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement. This Agreement may not be
assigned without the prior written consent of the other parties hereto.
(e) APPLICABLE LAW. This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York, without regard to principles of conflicts of law.
(f) JURISDICTION. Unless otherwise provided herein, the parties hereto
agree to submit to the jurisdiction of any Federal or state court located in the
State of New York for the purpose of resolving any action or claim arising out
of the performance of the provisions of this Agreement.
(g) HEADINGS. The headings and captions in this Agreement are included
for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
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(h) COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) FURTHER ASSURANCES. At, and from time to time after the date
hereof, at the request and expense of the Sellers but without further
consideration, Sellers will execute and deliver such other instruments of
conveyance, assignment, transfer, and delivery and take such other action as the
Purchaser reasonably may request in order more effectively to convey, transfer,
assign and deliver to the Purchaser, and to place the Purchaser in possession
and control of the Shares.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year hereinabove first set forth.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
/s/ Giuseppe Xxxxxxx Xxxxxxxxx
---------------------------------
Giuseppe Xxxxxxx Xxxxxxxxx
Address: Xxxxx Xxxxxxxx, 00
Xxxxxx
Xxxxx
/s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx
Address: Xxx Xxxxx Xxxxx, 00
Xxxxxxxxx (XX)
Xxxxx
/s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx
Address: Xxx X. X'Xxxx, 0/x
Xxxxxxx Xxxxxxxx (XX)
Xxxxx
/s/ Xxxxx Xxxxxxxxx
---------------------------------
Xxxxx Xxxxxxxxx
Address: Xxx X. Xxxxx, 00
Xxxxxx (XX)
Xxxxx
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