EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement dated as of May 22, 1998 (this
"Agreement") is between Cheniere Energy, Inc. (the "Company"), a Delaware
corporation, and Xxxxx Xxxxxxxxxx LLP ("Xxxxx Xxxxxxxxxx"), a New York limited
liability partnership.
W I T N E S S E T H :
WHEREAS, the Company is indebted to Xxxxx Xxxxxxxxxx in the amount of
$214,699.94 (the "Indebtedness") in respect of professional services and advice
rendered to the Company by Xxxxx Xxxxxxxxxx; and
WHEREAS, Xxxxx Xxxxxxxxxx desires to purchase 70,000 shares of Common
Stock, par value $.003 per share, of the Company (the "Shares") from the
Company, and the Company desires to sell and transfer the Shares to Xxxxx
Xxxxxxxxxx, in exchange for the cancellation by Xxxxx Xxxxxxxxxx of the
Indebtedness.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
ARTICLE I.
PURCHASE AND SALE OF SHARES
SECTION 1.1. SALE OF SHARES. Subject to all of the terms and
conditions of this Agreement, at the Closing hereunder, the Company will sell,
transfer, assign, convey and deliver the Shares to Xxxxx Xxxxxxxxxx, and Xxxxx
Xxxxxxxxxx will purchase, accept and acquire the Shares from the Company in
exchange for the cancellation of the Indebtedness.
SECTION 1.2. CLOSING. The closing (the "Closing") of the
transactions contemplated by this Agreement shall take place at 10:00 a.m. on
May 29, 1998 (the "Closing Date") at the offices of Xxxxx Xxxxxxxxxx, 1301
Avenue of the Americas, New York, New York, or at such other location as the
Company and Xxxxx Xxxxxxxxxx may mutually agree.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants to Xxxxx Xxxxxxxxxx as follows:
(a) Organization, Standing and Qualification of the Company. The
Company is a duly organized and validly existing corporation in good standing in
the State of Delaware and is duly qualified to do business in each jurisdiction
where qualification is necessary under applicable law and where failure to be so
qualified could have a material adverse effect on the Company.
(b) Authority; Execution and Delivery, Etc. The execution delivery
and performance of this Agreement has been duly and effectively authorized by
the Board of Directors of the Company and no other corporate proceedings on the
part of the Company or its shareholders are required. This Agreement has been
duly executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors' rights in
general, moratorium laws or general principles of equity. Neither the execution
or delivery of this Agreement, nor the fulfillment of or compliance with the
terms and provisions of this Agreement will violate the terms of the Certificate
of Incorporation or By-laws of the Company or any agreement, instrument,
judgment, decree, statute or regulation to which the Company is subject. Except
for the applicable reporting requirements under federal or state securities
laws, no consent, approval, permission or other authorization of or by, or
designation, declaration, filing, registration or qualification with any Federal
or state court, administrative agency, other governmental authority or any other
third party, is required by the Company in connection with the execution,
delivery or performance of this Agreement by the Company.
(c) Issuance of Shares. The Shares being purchased pursuant to this
Agreement have been duly authorized and upon issuance will be validly issued,
fully paid and non-assessable.
(d) Actions Pending. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the
Company before any court, arbitrator or administrative or governmental body
seeking to prohibit or restrain the transactions contemplated by this Agreement.
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF XXXXX XXXXXXXXXX.
Xxxxx Xxxxxxxxxx represents and warrants to the Company as follows:
(a) Organization, Standing and Qualification of Xxxxx Xxxxxxxxxx.
Xxxxx Xxxxxxxxxx is a limited liability partnership duly constituted and validly
existing under the laws of the State of New York, and has all requisite power to
own its respective property and to carry on its business as now being conducted.
Xxxxx Xxxxxxxxxx is duly qualified to do business and in good standing in every
jurisdiction where the character of the properties owned or leased by it or the
nature of any business transacted by it makes such qualification necessary.
(b) Authority; Execution and Delivery, Etc. The execution delivery
and performance of this Agreement has been duly and effectively authorized by
Xxxxx Xxxxxxxxxx and no further action on the part of Xxxxx Xxxxxxxxxx or its
Partners is required. This Agreement has been duly executed and delivered by
Xxxxx Xxxxxxxxxx and constitutes the legal, valid and binding obligation of
Xxxxx Xxxxxxxxxx enforceable against Xxxxx Xxxxxxxxxx in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors' rights in general,
moratorium laws or general principles of equity. Neither the execution or
delivery of this Agreement, nor the fulfillment of or compliance with the terms
and provisions of this Agreement will violate the terms of the Partnership
Agreement of Xxxxx Xxxxxxxxxx or any agreement, instrument, judgment, decree,
statute or regulation to which Xxxxx Xxxxxxxxxx is subject. No consent,
approval, permission or other
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authorization of or by, or designation, declaration, filing, registration or
qualification with any Federal or state court, administrative agency, other
governmental authority or any other third party, is required by Xxxxx Xxxxxxxxxx
in connection with the execution, delivery or performance of this Agreement by
Xxxxx Xxxxxxxxxx.
(c) Actions Pending. There is no action, suit, investigation or
proceeding pending or, to the knowledge of Xxxxx Xxxxxxxxxx, threatened against
Xxxxx Xxxxxxxxxx before any court, arbitrator or administrative or governmental
body seeking to prohibit or restrain the transactions contemplated by this
Agreement.
ARTICLE III.
CONDITIONS TO CLOSING
SECTION 3.1. CONDITIONS TO XXXXX XXXXXXXXXX'X OBLIGATIONS. Xxxxx
Xxxxxxxxxx'x obligation to consummate the transactions contemplated by this
Agreement on the Closing Date is subject to the satisfaction, on or before the
Closing Date, of the following conditions:
(a) Representations and Warranties of the Company. The
representations and warranties of the Company set forth in Section 2.1 hereof
shall be true and correct in all material respects on and as of the Closing Date
with the same force and effect as though the same had been made on and as of the
Closing Date.
SECTION 3.2. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The Company's
obligation to consummate the transactions contemplated by this Agreement on the
Closing Date is subject to the satisfaction, on or before the Closing Date, of
the following condition:
(a) Representations and Warranties of the Company. The
representations and warranties of Xxxxx Xxxxxxxxxx set forth in Section 2.2
hereof shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as though the same had been made on
and as of the Closing Date.
ARTICLE IV.
COVENANTS
SECTION 4.1. COVENANTS BY THE COMPANY. The Company agrees as
follows:
(a) Registration of the Shares. On or before the fifth business day
following the Closing Date, the Company will file with the Securities and
Exchange Commission (the "SEC") a registration statement pursuant to the
Securities Act of 1933 on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate which form shall be available for
resales by Xxxxx Xxxxxxxxxx of the Shares.
(b) Effectiveness of Registration. The Company will use its best
efforts to cause the registration statement with respect to the Shares to
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become effective as soon as possible and to remain effective until Xxxxx
Xxxxxxxxxx has disposed of all of the Shares.
(c) Blue Sky. The Company will take any and all actions necessary to
register or otherwise qualify the Shares and to enable resales of the Shares by
Xxxxx Xxxxxxxxxx until Xxxxx Xxxxxxxxxx has disposed of all of the Shares.
(d) Securities Exchange Listing. The Company will take all necessary
action to cause the Shares to be listed on each securities exchange and/or
automated quotation system on which similar securities issued by the Company are
then listed.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1. AMENDMENT AND WAIVER. Any provision of this Agreement
may be amended or waived, but only if such amendment is in writing and is signed
by the Company and Xxxxx Xxxxxxxxxx.
SECTION 5.2. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained in this Agreement or made by or on behalf of either of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not.
SECTION 5.3. NOTICES. Any notice or communication provided for by
this Agreement shall be in writing and shall be delivered in person, sent by
telecopy, mailed, first class, postage prepaid, or sent by a nationally
recognized overnight delivery service addressed to Xxxxx Xxxxxxxxxx or the
Company at the following addresses:
If to the Company:
Cheniere Energy, Inc.
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
If to Xxxxx Xxxxxxxxxx:
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
Such address may be changed by a party by written notice to the other party
hereto. All notices shall be deemed to be properly given or made upon the
earliest to occur of (i) actual delivery, (ii) 3 days after being deposited in
the mail addressed as aforesaid, or (iii) 2 days after being sent by telecopy
(followed promptly by the sending of the original of such notice by overnight
delivery service as aforesaid) or overnight delivery service.
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SECTION 5.4. FURTHER ASSURANCES. From time to time both before and
after the Closing Date, as the case may be, each party hereto undertakes
generally to execute all such agreements and other instruments and to do all
such other acts as are necessary or appropriate to give full effect to the
terms, conditions and provisions of this Agreement and to make them binding upon
the parties.
SECTION 5.5. GOVERNING LAW. This Agreement and, unless otherwise
provided, all amendments, modifications, supplements, waivers and consents
relating hereto shall be construed and enforced in accordance with the law of
the State of New York (without giving effect to its conflict of laws
principles).
SECTION 5.6. HEADINGS. The descriptive headings of the Sections of
this Agreement are inserted for convenience only.
SECTION 5.7. SEVERABILITY. In the event that any provision of this
Agreement is held to be invalid, prohibited or unenforceable in any
jurisdiction, such provision, as to such jurisdiction, shall be ineffective to
the extent of such invalidity, prohibition or unenforceability without
invalidating the remaining portion of such provision or the other provisions of
this Agreement and without affecting the validity or enforceability of such
provision or the other provisions of this Agreement in any other jurisdiction.
SECTION 5.8. COUNTERPARTS. This Agreement may be executed in two or
more counterparts each of which shall be deemed an original but all of which
together shall be deemed one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
CHENIERE ENERGY, INC.
By: /s/ Xxx X. Xxxxxxxxx
------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Chief Financial Officer
XXXXX XXXXXXXXXX, LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
Partner
By: /s/ Xxxx X. Xxxx
------------------------------------
Xxxx X. Xxxx
Administrative Partner
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