STOCK SALE AND PURCHASE AGREEMENT
Exhibit 2
STOCK
SALE AND PURCHASE AGREEMENT (this “Agreement”), dated as of January 6, 2006 by
and among (i) Xxxxx X. Xxxxxxx (“Xx. Xxxxxxx”), (ii) ART/FGT Family Partners Ltd, and
Xxxxxxx Family Limited Partners (each a “Seller” and collectively the “Sellers”),
and (iii) Xxxxxxx DBC Holdings Inc., a Delaware corporation (“Purchaser”).
RECITALS
WHEREAS, each Seller owns the shares of Common Stock, par value $.01 per share, of Interactive
Data Corporation, a Delaware corporation (the “Company) specified below (the
“Shares”) ; and
ART/FGT Family Partners Ltd |
585,739 | |||
Xxxxxxx Family Limited Partners |
545,000 | |||
Total |
1,130,739 |
WHEREAS, Purchaser desires to purchase from each Seller the Shares owned by such Seller on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Sale
of Common Stock. On the terms of this Agreement, each Seller
agrees to sell to Purchaser, and Purchaser agrees to purchase, the Shares owned by such Seller for a price
per Share of $21.67. The aggregate purchase price for all the Shares being purchased from the
Sellers, pursuant hereto shall be $24,503,114.13. The transaction
shall settle on January 9, 2006 (or such subsequent date prior to
January 13, 2006 or shall be agreed by the parties) (such date, the
“Closing Date”). If this transaction shall not have settled by January
13, 2006, this agreement shall terminate.
On
the Closing Date, Purchaser shall pay to the Sellers the
purchase price required to be paid by wire transfer of funds.
2. Delivery.
On the Closing Date, each Seller shall deliver to
Purchaser certificates representing the Shares owned by such Seller, duly endorsed in blank or
accompanied by an appropriate instrument of transfer duly endorsed in blank, together with any
other documents that are necessary for Purchaser to acquire record and beneficial ownership of the
Shares represented thereby.
3. Representations and Warranties. Xx. Xxxxxxx and each Seller hereby represents and
warrants to Purchaser that each Seller owns the Shares specified above free and clear of any liens,
security interests or other encumbrances and has full power and the legal right to transfer such
Shares to Purchaser as contemplated by this Agreement.
4. Further Assurances. Each party hereto shall execute and deliver such additional
instruments and other documents and shall take such further actions as may be reasonably necessary
or appropriate to effectuate, carry out and comply with all of its obligations under this
Agreement.
5. Entire Agreement. This Agreement constitutes the entire agreement and supersedes
all prior agreements and undertakings, both written and oral, between the parties hereto with
respect to the subject matter hereof.
6. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to any principles of conflicts of law that
might require the application of the laws of any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each party hereto
as of the date first above written.
/s/ Xxxxx X. Xxxxxxx | ||||
Xxxxx X. Xxxxxxx | ||||
SELLERS: ART/FGT Family Partners Ltd. |
||||
By: | Xxxxxxx FMC, LLC, General Partner | |||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Operating Manager | |||
Xxxxxxx Family Limited Partners |
||||
By: | Xxxxxxx FMC, LLC, General Partner | |||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Operating Manager | |||
XXXXXXX DBC HOLDINGS INC. |
||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Vice President | |||