Exhibit 2.1
STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 1,
2002 (the "Effective Date"), among each of the Stockholders listed on
Schedule 1 hereto (each a "Stockholder" and, together, the "Stockholders"),
American Lawyer Media Holdings, Inc., a Delaware corporation ("Buyer"), and
Xxx.xxx, Inc., a Delaware corporation (the "Company").
RECITALS
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A. The Stockholders collectively own all the common stock, par value
$0.01 per share (the "Common Stock"), of the Company, which shares
constitute as of the date hereof, all of the issued and outstanding capital
stock of the Company.
B. Buyer wishes to purchase from the Stockholders, and the
Stockholders wish to sell to Buyer, the Common Stock, upon the terms and
subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1. Sale and Transfer of the Common Stock. Buyer will purchase from
the Stockholders, and the Stockholders will sell, assign, transfer and
deliver to Buyer, that number of shares of the Common Stock, set forth next
to the name of the Stockholders on Schedule 1 hereto, such sale,
assignment, transfer and delivery to be effective on the Effective Date.
2. Instruments of Conveyance and Transfer. Each of the
Stockholders hereby agrees, severally and not jointly, that, simultaneously
with the execution hereof, it shall deliver to Buyer a duly executed
assignment separate from certificate ("Assignment Separate from
Certificate") evidencing the transfer of the portion of the Common Stock
held by it, dated as of the Effective Date, in such form satisfactory to
Buyer as shall be effective to vest in Buyer good and marketable title to
the portion of the Common Stock held by it. Further, each Stockholder
covenants that it shall at any time, and from time to time after the date
hereof, execute, acknowledge and deliver all further assignments,
transfers, and any other such instruments of conveyance, upon the
reasonable request of Buyer, to confirm the sale of the Common Stock held
by it hereunder.
3. Payment by Buyer. Subject to the representations, warranties
and covenants of the Stockholders set forth herein, in consideration of the
sale, assignment transfer and delivery of the Common Stock to Buyer
referred to in Section 1, Buyer agrees to issue to each Stockholder the
number of shares of common stock, par value $0.01 per share, of Buyer set
forth next to the name of the Stockholder on Schedule 1 hereto under the
caption "Consideration", simultaneously with the receipt by Buyer of the
items set forth in Section 2.
4. Representations and Warranties of the Stockholders and the
Company. Each of the Stockholders and the Company, severally and not
jointly, represents and warrants to Buyer as of the Effective Date as follows:
(a) Corporate Existence and Power. Each of the Stockholders and
the Company has been duly organized, and is validly existing and in good
standing, under the laws of its jurisdiction of formation, and has all
corporate power and all governmental licenses, authorizations, Permits,
consents and approvals required to carry on their respective businesses as
now conducted.
(b) Corporate Authorization; Enforceability. Each of the
Stockholders and the Company has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary corporate or other action
to authorize the execution, delivery and performance of this Agreement.
This Agreement and the Assignments Separate from Certificate and other
instruments executed and delivered by the Stockholders to Buyer pursuant to
Section 2 have been duly executed and delivered by each of the Stockholders
and the Company and constitute the valid and binding agreement of each of
the Stockholders and the Company, as the case may be, enforceable against
each of the Stockholders and the Company in accordance with their
respective terms, except to the extent that their enforceability may be
subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar Laws affecting the enforcement of creditors' rights generally
and by general equitable principles , and will effectively vest in Buyer
good, valid and marketable title to the Common Stock pursuant to and as
contemplated by this Agreement free and clear of all encumbrances
whatsoever.
(c) Governmental Authorization. The execution, delivery and
performance by each of the Stockholders and the Company of this Agreement
require no consent, approval, Order, authorization or action by or in
respect of, or filing with, any Governmental Authority.
(d) Non-Contravention; Consents. The execution, delivery and
performance by each of the Stockholders and the Company of this Agreement
and the consummation of the transactions contemplated hereby do not (i)
violate the certificate of incorporation or bylaws of any Stockholder or
the Company, (ii) violate any applicable Law or Order, (iii) require any
filing with or Permit, consent or approval of, or the giving of any notice
to, any Person (including filings, consents or approvals required under any
Permits of the Stockholders or the Company or any licenses to which the
Company is a party), (iv) result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a
default under, or give rise to any right of termination, cancellation or
acceleration of any right or obligation of the Company or to a loss of any
benefit to which the Company is entitled under, any Contract, agreement or
other instrument binding upon the Company or any license, franchise, Permit
or other similar authorization held by the Company, or (v) result in the
creation or imposition of any Lien on any asset of the Company.
(e) Capitalization. As of the Effective Date, the shares of
Common Stock listed on Schedule 1 hereto, in aggregate, represent 100% of
the authorized, issued and outstanding capital stock of the Company. The
Common Stock to be acquired by Buyer will be duly authorized, validly
issued, fully-paid, nonassessable and free and clear of any Liens.
5. Representations and Warranties of the Stockholders. Each of the
Stockholders, severally and not jointly, represents and warrants to Buyer
as of the Effective Date as follows:
(a) Ownership of Common Stock. The portion of the Common Stock
set forth next to the name of each Stockholder in Schedule 1 hereto is
owned of record and beneficially by such Stockholder, free and clear of any
option, call, contract, commitment, demand, Lien, charge, security interest
or encumbrance whatsoever.
(b) Interest in Common Stock. Upon the consummation of the
sale, assignment, transfer, conveyance and delivery of the Common Stock to
Buyer, as set forth herein, no Stockholder shall own, of record, or
beneficially, or have, by conversion, warrant, option or otherwise, any
right to, interest in or agreement to acquire any capital stock of the
Company, whether issued or authorized but unissued.
(c) Accredited Investor. Such Stockholder is an "accredited
investor" as that term is defined in Rule 501(a) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), is a
sophisticated investor, has such knowledge and experience in financial,
business and investment matters as to be capable of evaluating the merits
and risks of the sale of its stock in the Company, and has had an
opportunity to discuss the Company's business, management and financial
affairs with directors, officers and management of the Company and the
Buyer. Such Stockholder has also had the opportunity to ask questions of,
and receive answers from, the Buyer and its management regarding the terms
of this transaction.
(d) General Solicitation. Such Stockholder will not offer or
sell any of the Stockholders' Shares by any form of general solicitation or
general advertising, including but not limited to the methods described in
Rule 502 (c) under the Securities Act.
6. Representations and Warranties of Buyer. Buyer represents
and warrants to each of the Stockholders and the Company as of the
Effective Date as follows:
(a) Corporate Existence and Power. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Delaware.
(b) Corporate Authorization; Enforceability. The execution,
delivery and performance by Buyer of this Agreement are within Buyer's
corporate powers and have been duly authorized by all necessary corporate
action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer and constitutes the valid and binding agreement of
Buyer, enforceable against Buyer in accordance with its terms, except to
the extent that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles.
(c) Buyer Common Stock. The shares of common stock, par value
$0.01 per share, of Buyer to be issued to the Stockholders hereunder have
been duly authorized and upon issuance in accordance with this Agreement
will be validly issued, fully-paid and non-assessable, and free from all
taxes, Liens, claims and encumbrances.
(d) Governmental Authorization. The execution, delivery and
performance by Buyer of this Agreement require no consent, approval, Order,
authorization or action by or in respect of, or filing with, any
Governmental Authority.
(e) Non-Contravention; Consents. The execution, delivery and
performance by Buyer of this Agreement, and the consummation of the
transactions contemplated hereby do not (i) violate the certificate of
incorporation or bylaws of Buyer or (ii) violate any applicable Law or Order.
(f) Purpose. Buyer is acquiring the Common Stock for its own
account, not as a nominee or agent, for investment and not with a view to
the resale or distribution of any part thereof.
(g) Accredited Investor. Buyer is an "accredited investor" as
defined in Rule 501(a) promulgated under the Securities Act, is a
sophisticated investor, has such knowledge and experience in financial,
business and investment matters as to be capable of evaluating the merits
and risks of the purchase of the Common Stock, and has had an opportunity
to discuss the Company's business, management and financial affairs with
directors, officers and management of the Company
(h) No Registration. Buyer understands that the Common Stock is
being offered in a transaction not involving any public offering within the
meaning of the Securities Act, that the Common Stock has not been
registered under the Securities Act and Buyer understands and agrees that
it shall not resell, pledge or otherwise transfer the Common Stock except
pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from registration.
7. Definitions. As used in this Agreement:
(a) "Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common
control with the first Person. For the purposes of this definition,
"control," when used with respect to any Person, means the possession,
directly or indirectly, of the power to (i) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
comparable positions) of such Person or (ii) direct or cause the direction
of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
(b) "Contracts" means any contracts (whether written or oral),
commitments, leases of personal property, purchase orders, contracts to
purchase raw materials, contracts for services and supplies, contracts to
supply or sell products and all of the other agreements (whether written or
oral);
(c) "Governmental Authority" means any domestic or foreign
governmental or regulatory authority;
(d) "Law" means any federal, state or local statute, law, rule,
regulation, ordinance, code, Permit, license, policy or rule of common law;
(e) "Lien" means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, encumbrance or other
adverse claim of any kind in respect of such property or asset. For the
purposes of this Agreement, a Person will be deemed to own, subject to a
Lien, any property or asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such property
or asset;
(f) "Order" means any judgment, injunction, judicial or
administrative order or decree;
(g) "Permit" means any government or regulatory license,
authorization, permit, franchise, consent or approval; and
(h) "Person" means an individual, corporation, partnership,
limited liability company, association, trust or other entity or
organization, including a government or political subdivision or an agency
or instrumentality thereof.
8. Miscellaneous.
(a) Counterparts. This Agreement may be signed in any number of
counterparts, each of which will be deemed an original but all of which
together shall constitute one and the same instrument.
(b) Amendments and Waivers. (i) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver
is to be effective.
(ii) No failure or delay by any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights
and remedies herein provided will be cumulative and not exclusive of any
rights or remedies provided by Law.
(c) Successors and Assigns. The provisions of this Agreement
will be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer (including by operation of Law) any of its
rights or obligations under this Agreement without the consent of each
other party hereto. Notwithstanding the foregoing, Buyer may assign its
rights and delegate its obligations under the Agreement to an Affiliate of
Buyer without the consent of any other party hereto. Any assignment in
violation of this subsection will be void ab initio.
(d) No Third Party Beneficiaries. This Agreement is for the
sole benefit of the parties hereto and their permitted successors and
assigns and nothing herein expressed or implied will give or be construed
to give to any Person, other than the parties hereto and such permitted
successors and assigns any legal or equitable rights hereunder.
(e) Governing Law. This Agreement will be governed by, and
construed in accordance with, the internal substantive law of the State of
New York.
(f) Jurisdiction. Except as otherwise expressly provided in
this Agreement, any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in
any court of competent jurisdiction in the Borough of Manhattan, New York
and the United States District Court for the Southern District of New York
(assuming that such court otherwise has jurisdiction) and each of the
parties hereby consents to the non-exclusive jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent
permitted by Law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.
(g) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR
IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(h) Headings. The headings in this Agreement are for
convenience of reference only and will not control or affect the meaning or
construction of any provisions hereof.
(i) Entire Agreement. This Agreement (including the Schedules)
constitute the entire agreement among the parties with respect to the
subject matter of this Agreement. This Agreement (including the Schedules
hereto) supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof of
this Agreement.
(j) Severability. If any provision of this Agreement or the
application of any such provision to any Person or circumstance is held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, the remainder of the provisions of this Agreement (or the
application of such provision in other jurisdictions or to Persons or
circumstances other than those to which it was held invalid, illegal or
unenforceable) will in no way be affected, impaired or invalidated, and to
the extent permitted by applicable Law, any such provision will be
restricted in applicability or reformed to the minimum extent required for
such provision to be enforceable. This provision will be interpreted and
enforced to give effect to the original written intent of the parties prior
to the determination of such invalidity or unenforceability.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered effective as of the date first
above written.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
XXX.XXX, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Director
U.S. EQUITY PARTNERS, L.P.
By: WP Management Partners L.L.C.,
its General Partner
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
U.S. EQUITY PARTNERS (OFFSHORE), L.P.
By: WP Management Partners L.L.C.,
its General Partner
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
INDUSTRIAL AND FINANCIAL INVESTMENTS CO.
By: /s/ Taleb A. Ali
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Name: Taleb A. Ali
Title: Chairman and Managing Director
KUWAIT FINANCIAL CENTRE S.A.K.
By: /s/ Xxxxx M. Al-Sa'ad
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Name: Xxxxx M. Al-Sa'ad
Title: Managing Director &
General Manager
SCHEDULE 1
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Shares of
Common Stock
Name of Stockholder of Company Consideration
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U.S. Equity Partners, L.P. 1,302,510 91,545
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U.S. Equity Partners (Offshore), L.P. 371,630 26,120
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Industrial and Financial 24,030 1,689
Investments Co.
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Kuwait Financial Centre S.A.K. 9,620 676
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