EXHIBIT 4.12
HANOVER COMPRESSOR COMPANY
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") dated as of May 29, 1996, between
Hanover Compressor Company, a Delaware corporation (the "Company"), and the
individual named on the signature page hereof under the heading "PURCHASER"
("Purchaser").
W I T N E S S E T H:
WHEREAS, Purchaser desires to subscribe for and purchase from the Company,
and the Company desires to issue and to sell to Purchaser (i) for cash out of
Purchaser's own funds, the number of shares (the "Cash Shares") of common stock,
$.001 par value ("Common Stock"), of the Company set forth next to the heading
"Cash Shares" on Schedule A attached hereto, and (ii) out of the proceeds of a
four year loan (a "Four Year Loan") to be made to Purchaser by the Company in
accordance with the terms of a loan agreement (the "Loan Agreement") and a
secured promissory note (the "Four Year Note"), each substantially in the form
attached as Exhibits C and D, respectively, to the Confidential Offering
Memorandum dated March 21, 1996 (the "Memorandum"), previously delivered to
Purchaser, the number of shares (the "Four Year Loan Shares") set forth next to
the heading "Four Year Loan Shares" on Schedule, in each case upon the terms
and conditions hereinafter set forth. The Four Year Loan Shares and the Cash
Shares are sometimes collectively referred to herein as the "Shares";
WHEREAS, this Agreement is one of several agreements, including, without
limitation those agreements and instruments attached as Exhibits to the
Memorandum ("Other Purchaser Agreements") being entered into concurrently
herewith by the Company and Purchaser in connection with the offering (the
"Offering") of the Shares to Purchaser; and
WHEREAS, the Offering shall be made pursuant to terms and conditions
substantially similar to those set forth in the Memorandum with the exception
that (i) options ("Options") to acquire shares of Common Stock being offered to
Purchaser in connection with Purchaser's subscription of the Shares hereunder
are not being offered pursuant to the 1996 Employee Stock Option Plan of the
Company or any other stock option plan of the Company and (ii) the offering
price of Common Stock hereunder is $1,598.25 per share and (iii) and the
exercise price of the Options hereunder is $1,598.25 per share.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby acknowledge, agree and understand the
following:
1. Subscription. Subject only to the provisions of Section 7 hereof,
Purchaser hereby irrevocably subscribes for the Shares under terms and
conditions set forth herein. The
purchase price (the "Purchase Price") for each Share shall be $1,598.25.
The parties agree that notwithstanding anything herein to the contrary, the
Company reserves the absolute right (i) to reject Purchaser's subscription
for any reason and (ii) to terminate or modify the Offering at any time for
any reason.
2. The Closing. The closing of the purchase and sale of the Shares
(the "Closing") shall take place at the principal offices of the Company,
00000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000 at 10:00 a.m., Houston
time on Monday, June 17, 1996, or (i) at such later date or time as the
Company in its sole discretion may determine without the consent of or
notice to Purchaser, but in no event later than June 30, 1996 (the
"Termination Date") and (ii) at such other place as shall be agreed upon by
the parties hereto. The date of the Closing is sometimes hereinafter
referred to as the "Closing Date."
3. Deliveries by Purchaser.
(a) Stockholders' Agreement. Concurrently with Purchaser's execution and
delivery of this Agreement, Purchaser shall deliver to the Company two executed
counterparts to that certain Amended and Restated Stockholders' Agreement, dated
as of August 7, 1995, among the Company, GKH Partners, L.P., GKH Investments,
L.P. and the other stockholders of the Company parties thereto (the
"Stockholders' Agreement"), attached to the Memorandum as Exhibit B;
(b) Additional Deliveries. At or prior to the Closing, upon the terms
and subject to the conditions of this Agreement, Purchaser shall execute where
appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the
aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to
this Agreement are Four Year Loan Shares:
(A) two executed counterparts of the Loan Agreement;
(B) a duly executed Four Year Note in an original
principal amount equal to the aggregate Purchase Price for all
such Four Year Loan Shares to be funded by the proceeds of the
Four Year Note and subscribed for by Purchaser pursuant to this
Agreement;
(C) two executed counterparts of that certain pledge
agreement (the "Pledge Agreement") between Purchaser and the
Company effecting a pledge of all of the shares of Common Stock
of the Company owned or thereafter acquired by Purchaser,
substantially in the form attached to the Memorandum as Exhibit
E; and
(D) a stock power with respect to the Shares (the "Stock
Power") duly executed in blank;
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(iii) two executed counterparts of that certain stock option
agreement (the "Option Agreement") between Purchaser and the Company,
substantially in the form attached to the Memorandum as Exhibit F;
(iv) a fully completed and executed IRS Form W-9;
(v) two executed counterparts of this Agreement (including a
fully completed Schedule A, notary page and Spousal Consent (if
applicable)); and
(vi) two executed counterparts of the letter agreement relating
to the Stockholders I Agreement, attached to the Memorandum as Exhibit
H.
4. Deliveries by the Company. At the Closing, upon the terms and subject
to the conditions of this Agreement, the Company shall deliver to Purchaser a
certificate or certificates representing the Shares duly executed and
authenticated by the Company; provided, however, that if any portion of the
Shares are being purchased with the proceeds of a Four Year Loan, the Company
shall retain possession of all of the Shares in accordance with the terms of the
Pledge Agreement. Following the Closing, the Company shall deliver to Purchaser
a fully executed copy of this Agreement and the Other Purchaser Agreements
(other than the Four Year Note).
5. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Company as follows:
(a) Investment Intention No Resales. Purchaser is acquiring the
Shares for investment solely for his own account and not with a view to,
or for resale in connection with, the distribution or other disposition
thereof. Purchaser agrees and acknowledges that all dispositions of the
Shares by Purchaser (other than involuntary transfers) will comply with
the provisions of this Agreement, the Stockholders' Agreement and the
Pledge Agreement and applicable provisions of state and federal
securities laws.
(b) Certain Information Not Material. Purchaser has not received
individualized information relative to the compensation of the
management of the Company, which information is acknowledged by
Purchaser as not being material to Purchaser in forming a basis for
making an investment in the Shares or for any other purpose in
connection herewith.
(c) Shares Unregistered. Purchaser acknowledges and represents
that he has been advised by the Company that:
(i) the offer and sale of the Shares have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws;
(ii) the Shares must be held indefinitely and Purchaser
must continue to bear the economic risk of the investment in the
Shares unless the offer and sale of such Shares is
subsequently registered under the Securities Act and all
applicable state securities laws or an exemption from such
registration is available to the Purchaser with respect to the
Shares;
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(iii) there is no established market for the Shares and
it is not anticipated that there will be any public market for
the Shares in the foreseeable future;
(iv) the Company is under no obligation to register the
Shares under the Securities Act on behalf of Purchaser, to
assist Purchaser in complying with any exemption from
registration or to consent to the transfer of the Shares;
(v) Rule 144 promulgated under the Securities Act may
not be presently available with respect to the sale of any
securities of the Company, and the Company has made no covenant
to make such Rule available;
(vi) when and if the Shares may be disposed of without
registration under the Securities Act in reliance on Rule 144,
such disposition may be made only in limited amounts in
accordance with the terms and conditions of such Rule;
(vii) a restrictive legend in the form set forth in
Section 6(f) hereof shall be placed on the certificates
representing the Shares; and
(viii) a notation shall be made in the appropriate
records of the Company indicating that the Shares are subject to
restrictions on transfer and appropriate stoptransfer
instructions will be issued with respect to the Shares.
(d) Additional Investment Representations.
(i) Purchaser has carefully reviewed, is familiar with
and understands the Memorandum, the Other Purchaser Agreements
and the other documents, records and information, if any,
requested by Purchaser or otherwise supplied by the Company in
connection with the Offering and further understands that
certain information set forth in the Memorandum is inapplicable
to the Offering hereunder including, without limitation, certain
information regarding the offering price of shares of Common
Stock and the exercise price of Options and all provisions
therein regarding the 1996 Employee Stock Option Plan;
(ii) Purchaser acknowledges that (w) the company has
previously conducted an offering of its Common Stock pursuant to
the terms and conditions set forth in the Memorandum (the 111996
Offering"), (x) certain terms and conditions of the Offering are
different than those which governed the 1996 Offering, (y) the
Purchase Price at which the Shares are being offered to
Purchaser is different than the purchase price offered to
offerees of the 1996 Offering and (z) to the extent Purchaser is
granted Options, such options shall not be granted to Purchaser
pursuant to the Company 1996 Employee Stock Option Plan (the
1996 Plan"), and accordingly, Purchaser shall have no right to
participate in the 1996 Plan, any reference to the 1996 Plan in
the Memorandum, including any reference to Purchaser becoming a
party to a Stock Option Agreement under the 1996 Plan, being
inapplicable to the Offering;
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(iii) All documents, records and information pertaining
to an investment in the Company which have been requested by
Purchaser have been made available or delivered to Purchaser,
except to the extent otherwise addressed in the Memorandum;
(iv) Purchaser is fully familiar with the business and
operations of the Company and has had an opportunity to ask
questions of and receive answers from the Company concerning the
terms and conditions of Purchaser's investment and the financial
condition, operations and prospects of the Company;
(v) No oral or written statement, printed material or
inducement given or made by the Company or any of the Company's
affiliates is contrary to the information contained in this
Agreement, the Memorandum or the Other Purchaser Agreements, and
Purchaser acknowledges and agrees that in making Purchaser's
decision to purchase the Shares, Purchaser has relied solely on
such documents and the independent investigations made by
Purchaser and, to the extent believed by Purchaser to be
appropriate, Purchaser's representatives, including Purchaser's
own professional, financial, legal, tax and other advisors;
(vi) Purchaser acknowledges that the Company, in
reliance upon certain federal and state securities law
exemptions, has provided Purchaser with less or different
information than Purchaser would have received if an information
memorandum complying with Rule 502(b)(2) of Regulation D
promulgated pursuant to the Securities Act had been prepared and
made available to Purchaser or if the Shares had been registered
pursuant to the Securities Act. The foregoing notwithstanding,
the information provided to Purchaser is sufficient to allow
Purchaser to make a knowledgeable and informed decision
regarding Purchaser's investment in the Shares;
(vii) Purchaser (A) has adequate means of providing for
Purchaser's current financial needs and possible personal
contingencies and has no need for liquidity in Purchaser's
investment in the Shares, (B) can bear the economic risk of
losing Purchaser's entire investment in the Shares, (C) has such
knowledge and experience in financial matters that Purchaser is
capable of evaluating the relative risks and merits of
Purchaser's purchase of the Shares, (D) is familiar with the
nature of, and risks attendant to, Purchaser's purchase of the
Shares, and (E) has determined that the purchase of the Shares
is consistent with Purchaser's financial objectives;
(viii) Purchaser realizes that Purchaser may not be able
to sell or dispose of the Shares even in the event of a personal
emergency. Purchaser's overall commitment to investments which
are not readily marketable (including Purchaser's investment in
the Shares) is not disproportionate to Purchaser's net worth;
(ix) The address set forth on the signature page hereof
is Purchaser's true and correct residence, and Purchaser has no
present intention of becoming a domiciliary of any other state
or jurisdiction;
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(x) Purchaser has no reason to anticipate any change in
Purchaser's circumstances, financial or otherwise, which may
cause or require any sale or disposition by Purchaser of any of
the Shares;
(xi) Each of this Agreement and the Other Purchaser
Agreements has been duly and validly executed and delivered by
Purchaser and each constitutes the valid and binding obligation
of Purchaser enforceable against Purchaser, Purchaser's
successors and assigns, including, but not limited to,
Purchaser's estate and Purchaser's spouse, in accordance with
its terms;
(xii) Assuming the due execution and delivery of each of
this Agreement and the Other Purchaser Agreements (to which the
Company is a party) by the Company, each of this Agreement and
the Other Purchaser Agreements is a valid and binding obligation
of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be
subject to (A) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors rights generally and (B) general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law); and
(xiii) The Company has not guaranteed, represented or
warranted to Purchaser either that (A) the Company will be
profitable or that Purchaser will realize profits as a result of
his investment in the Shares or (B) the past performance or
experience on the part of any officer, director, stockholder,
employee, agent, representative or affiliate thereof, or any
employee, agent, representative or affiliate of the Company will
in any way indicate the predictable results of ownership of the
Shares.
(e) Residence-Specific Representations.
(i) If Purchaser is a resident of the State of Texas, the
aggregate Purchase Price for the Shares subscribed for by Purchaser
hereunder does not exceed 20% of Purchaser's net worth (or joint net
worth with Purchaser's spouse, if applicable) as of the date hereof; and
(ii) If Purchaser is a resident of the State of Louisiana, the
aggregate Purchase Price for the Shares subscribed for by Purchaser
hereunder does not exceed 25% of Purchaser's net worth (or joint net
worth with Purchaser's spouse, if applicable) as of the date hereof.
6. Representations and Warranties of the Company. The Company represents
and warrants to Purchaser as follows:
(a) Organization; Qualification. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Delaware. The Company is duly qualified and in good
standing as a foreign corporation and is licensed, admitted or approved
to do business as a foreign corporation in each jurisdiction wherein the
character of the properties owned or held by it under lease, or the
nature of the business
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conducted by it, makes such qualification necessary, except where the
failure to so qualify would not have a material adverse effect on the
Company, and would not have any adverse effect on the enforceability of
this Agreement.
(b) Authority. The Company has the requisite corporate power and
authority and full legal right to enter into this Agreement and the
Other Purchaser Agreements to which it is a party, to perform, observe
and comply with all of its agreements and obligations hereunder and
thereunder and to issue the Shares to Purchaser.
(c) Due Authorization. The execution and delivery by the Company
of this Agreement and the Other Purchaser Agreements to which it is a
party, the performance by it of all of its agreements and obligations
under this Agreement and the Other Purchaser Agreements to which it is a
party, and the issuance of the Shares, have been duly authorized by all
necessary corporate action on the part of the Company.
(d) Binding Obligation. Each of this Agreement and the Other
Purchaser Agreements to which the Company is a party has been duly and
validly executed and delivered by the Company and, assuming the due
execution and delivery of each such document by Purchaser, is a valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as such enforcement may be subject
to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(e) Capitalization. At the Closing Date, the authorized capital
stock of the Company will consist of 500,000 shares of Common Stock and
200,000 shares of preferred stock. No other class or series of capital
stock of the Company is authorized. All of the outstanding shares of
Common Stock, including the Shares, will, at the time of issuance, have
been duly authorized and issued and, upon receipt by the Company of the
Purchase Price for the Shares subscribed for hereunder, the Shares will
be fully paid and nonassessable. There are no pre-emptive rights
relating to the capital stock of the Company other than those granted
pursuant to (i) the Stockholders' Agreement, (ii) that certain
Stockholders' Agreement, dated as of March 8, 1995, among the Company
and certain of its stockholders, (iii) that certain Stockholders'
Agreement, dated as of August 7, 1995, among the Company, Joint Energy
Development Investments Limited Partnership and certain other
stockholders of the Company and (iv) that certain Stockholders'
Agreement, dated as of December 6, 1995, among the Company and certain
of its stockholders.
(f) Legend. Each certificate representing the Shares shall bear
a legend substantially to the following effect:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY
IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS
AGREEMENT WHICH AGREEMENT THE COMPANY WILL FURNISH TO THE HOLDER
OF THIS SECURITY UPON REQUEST.
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A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS,
PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF
THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED
BY THE STOCKHOLDERS OF THE COMPANY, WITHOUT CHARGE, FROM THE
PRINCIPAL OFFICES OF THE COMPANY.
7. Conditions to Obligations of Purchaser. The obligation of Purchaser
to consummate the transactions contemplated by this Agreement shall be subject
to the satisfaction (or waiver by the Purchaser) on or prior to the Closing Date
of the following conditions:
(a) Performance of Obligations. The Company shall have performed
and complied in all material respects with all obligations and
agreements required to be performed and complied with by it hereunder on
or prior to the Closing Date;
(b) Representations and Warranties. The representations and
warranties of the company contained in this Agreement shall be true and
correct in all material respects as of the Closing Date as if made as of
such date;
(c) Loans. The Company shall have made available to Purchaser at
the Closing, as a loan (or loans), that portion of the Purchase Price
attributable to the Four Year Loan Shares subscribed for hereunder as
agreed to by Purchaser and the Company; and
(d) Section 4 Obligations. The Company shall have fully complied
with all of its obligations under the first sentence of Section 4
hereof.
8. Conditions to obligations of the Company. The obligation of the
Company to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction (or waiver by the Company) on or prior to the
Closing Date of the following conditions:
(a) Performance of Obligations. Purchaser shall have performed
and complied in all material respects with all obligations and
agreements required to be performed and complied with by Purchaser
hereunder on or prior to the Closing Date;
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(b) Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true and
correct in all material respects as of the Closing Date as if made as of
such date;
(c) Offering. The offering shall not have been terminated by the
Company; and
(d) Section 3(b) Obligations. Purchaser shall have fully
complied with all of its obligations under Section 3(b) hereof.
9. Indemnification.
(a) Indemnification of the Company and the Company Affiliates. From and
after the date hereof, Purchaser shall indemnify and hold harmless the Company
and its predecessors, successors, officers, directors, employees,
representatives, agents and affiliates (collectively, the "Indemnitees") from
and against any loss, damage or expense, including, without limitation,
reasonable attorneys' and consultants' fees, disbursements and expenses,
suffered by any one or more of the Indemnitees arising out of or resulting from
any inaccuracy in or breach of any of the representations, warranties, covenants
or agreements made by Purchaser herein.
(b) Indemnification of Purchaser. From and after the date hereof, the
Company shall indemnify and hold harmless Purchaser from and against any loss,
damage or expense, including, without limitation, reasonable attorneys' and
consultants' fees, disbursements and expenses suffered by Purchaser arising out
of or resulting from any inaccuracy in or breach of any of the representations,
warranties, covenants or agreements made by the company herein. The foregoing
notwithstanding, the Company's obligation to indemnify Purchaser under this
Section 9 (b) shall not exceed the Purchase Price.
(c) Procedure for Claims. Within thirty days after obtaining written
notice of any claim or demand which has given rise to, or could reasonably give
rise to, a claim for indemnification hereunder, the party seeking
indemnification shall give written notice of such claim ("Notice of Claim") to
the other party. Failure to give such notice by the party seeking
indemnification within said thirty-day period shall not relieve the indemnifying
party of its obligations hereunder, unless and only to the extent that the
failure to so notify the indemnifying party actually results in damage or
prejudice to such indemnifying party. The Notice of Claim shall set forth a
brief description of the facts giving rise to such claim and the amount (or a
reasonable estimate) of the loss, damage or expense suffered, or which may be
suffered, by the party seeking indemnification.
Upon receiving the Notice of Claim, the indemnifying party shall resist,
settle or otherwise dispose of such claim in such manner as it shall deem
appropriate, including the employment of counsel, and shall be responsible for
the payment of all expenses, including the reasonable fees and expenses of such
counsel. The indemnified party shall have the right to employ separate counsel
in any such action and to participate in or assume the defense thereof, but the
fees and expenses of such counsel shall be at the indemnified party's expense
unless (i)
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the employment has been specifically authorized by the indemnifying party in
writing, (ii) the indemnifying party has failed to assume the defense and employ
counsel in a timely manner or (iii) the named parties to any action (including
any impleaded parties) include both Purchaser and the Company, and the
indemnified party has been advised by such counsel that representation of the
Company and the Purchaser by the same counsel would be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them (in which case, if the indemnified party
notifies the indemnifying party in writing that the indemnified party elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall have neither the right nor the obligation to assume the
defense of such action on behalf of the indemnified party).
(d) Third Party Beneficiaries. Nothing contained in this Section 9 shall
confer any rights upon, or inure to the benefit of, any third party other than
those parties specified in Sections 9(a) and 9(b) above, it being understood
that such specified parties, to the extent not actually parties hereto, shall be
third party beneficiaries.
10. Miscellaneous.
(a) Notices. All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made on the earliest to occur of (i) personal
delivery, (ii) two days after being delivered to a nationally recognized
overnight mail delivery or courier service, (iii) five days after being mailed
by certified mail, return receipt requested, postage prepaid, or (iv) delivery
by prepaid telegram or facsimile transmission (with written confirmation of
receipt). All notices given or made pursuant hereto shall be addressed to the
Company at its principal office and to Purchaser at his address appearing on the
signature page hereof under the heading "PURCHASER". The address of any party
hereto may be changed by a notice in writing given in accordance with the
provisions hereof.
(b) Effect and Interpretation. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof.
(c) Entire Agreement. This Agreement, the Memorandum (to the extent
qualified by Section 5(d)(ii) hereof) and the Other Purchase Agreements and any
Exhibits or Schedules attached hereto or thereto, which documents are
incorporated herein by this reference, constitute the entire agreement between
the parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties hereto. This Agreement and the other
documents and instruments specified in this section 10(c) and the information
contained herein and therein expressly supersede all understandings and
agreements of the parties, whether written or oral, between the parties with
respect to the subject matter hereof.
(d) Successors. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto, and
their respective heirs, legal representatives, permitted successors and
permitted assigns.
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(e) Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine, neuter, singular and plural wherever the context and
facts require such construction. The descriptive headings in the sections of
this Agreement are inserted for convenience of reference only and shall not
control or affect the meaning or construction of any of the provisions hereof.
(f) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and enforced to the extent possible or modified in
such a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the validity, legality or
enforceability of the remaining provisions of this Agreement.
(g) Certain Tax Matters. Under section 1445(e) of the Internal Revenue
Code of 1986, as amended, a corporation, partnership, trust or estate must
withhold tax with respect to certain transfers of property if a holder of the
interest in the entity is a foreign person. To inform the Company that no
withholding is required with respect to any of the Shares, Purchaser hereby
certifies as follows: (1) Purchaser is not a nonresident alien for purposes of
U.S. income taxation; (2) Purchaser's social security number is as set forth on
the signature page hereto; and (3) Purchaser's home address is as set forth an
the signature page hereto. Purchaser understands under penalties of perjury that
this certification may be disclosed to the Internal Revenue Service and that any
false statement Purchaser has made herein could be punished by fine,
imprisonment or both. Purchaser has completed and submitted herewith a Form W-9
relative to Purchaser's taxpayer identification number and other matters and
does hereby represent and warrant that such form is complete, true and correct.
(h) Counterparts. This Agreement may be executed simultaneously in one
or more counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(i) Assignment. This Agreement and the rights and obligations of the
parties hereunder may be assigned or otherwise delegated by the Company, but
may not be assigned by Purchaser without the Company's prior written consent,
which consent may be withheld in the Company's sole discretion.
(j) Consent of Spouse; Insertion in Will. Purchaser, if married, or, if
currently unmarried, upon Purchaser's marriage, agrees to obtain the consent and
approval of Purchaser's spouse to all of the terms and provisions of this
Agreement by the execution hereof by such spouse. Purchaser agrees to insert in
Purchaser's last will and testament, or other similar instrument, or to execute
a codicil thereto, directing and authorizing Purchaser's personal
representatives to fulfill and comply with the provisions hereof.
(k) Effectiveness; Termination. In the event this Agreement is
terminated for any reason, the parties hereto shall have no further obligations
to each other, except that in the event of a complete or partial performance of
the terms hereof which occurs prior to any termination hereof, (i) Purchaser
shall promptly return to the Company all certificates in his
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possession representing the Shares, if any, and (ii) the Company shall promptly
refund the Purchase Price to Purchaser, if and to the extent paid.
(REMINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE COMPANY:
HANOVER COMPRESSOR COMPANY, a
Delaware corporation
By: _______________________________________
Xxxxxx X. Xxxxxxx
Chief Financial Officer and Treasurer
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PURCHASER SIGNATURE PAGE
PURCHASER:
__________________________________________
Xxxxxx X. XxXxxxx
Social Security No. ______________________
Home Address:
__________________________________________
__________________________________________
__________________________________________
SPOUSAL CONSENT
The undersigned, the spouse of Purchaser who is a party to the foregoing
Subscription Agreement, hereby consents to the execution of the foregoing
Subscription Agreement pursuant to the offering and the consummation of the
transactions contemplated thereby by his or her spouse, and to the extent the
undersigned has acquired or hereafter acquires an interest in and to the
property and subject matter of the Subscription Agreement, hereby agrees to be
bound by the terms of such Subscription Agreement.
Date: ___________________________ _______________________________
_______________________________
Print Name:
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PURCHASER SIGNATURE PAGE
PURCHASER:
__________________________________________
Xxxxxx X. XxXxxxx
Social Security No. ______________________
Home Address:
__________________________________________
__________________________________________
__________________________________________
SPOUSAL CONSENT
The undersigned, the spouse of Purchaser who is a party to the foregoing
Subscription Agreement, hereby consents to the execution of the foregoing
Subscription Agreement pursuant to the offering and the consummation of the
transactions contemplated thereby by his or her spouse, and to the extent the
undersigned has acquired or hereafter acquires an interest in and to the
property and subject matter of the Subscription Agreement, hereby agrees to be
bound by the terms of such Subscription Agreement.
Date: ____________________ ________________________________
Print Name: ____________________
15
NOTARY PAGE
STATE OF ____________)
)
COUNTY OF ___________)
I, ________________ a Notary Public in and for said County, in the State
aforesaid, do hereby certify that ____________________________ appeared before
me this day in person, and acknowledged and swore that he signed, sealed, and
delivered the said instrument as his respective free and voluntary act and deed
for the uses and purposes therein set forth, and that the statements contained
therein are true.
Given an under my hand and notarial seal as of the 11 day of
______________, 1996.
My Commission expires:
___________________________ ______________________________
Notary Public
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SCHEDULE A
Shares Subscribed For
================================================================================
TYPE OF SHARE NUMBER OF SHARES CONSIDERATION
--------------------------------------------------------------------------------
Cash Shares 63 $100,689.75
--------------------------------------------------------------------------------
Four-Year Loan Shares 126 $201,379.50
--------------------------------------------------------------------------------
Total 189 $302,069.25
================================================================================
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