STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into as
of the 19th day of June, 1998, between Contran Corporation, a Delaware
corporation ("Seller"), and Valhi Group, Inc., a Nevada corporation
("Purchaser").
Recitals
A. Contran wishes to sell 8,095,058 shares (the "Shares") of the common
stock, $0.01 par value per share, of Valhi, a Delaware corporation ("Valhi"), to
the Purchaser, and the Purchaser wishes to purchase the Shares, on the terms and
subject to the conditions of this Agreement (the "Transaction").
Agreement
The parties agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares. Against payment of the purchase
price therefor as specified in Section 1.2, Contran hereby sells, transfers,
assigns and delivers to the Purchaser the Shares. Certificates representing the
Shares are hereby delivered accompanied by stock powers duly endorsed in blank.
Section 1.2. Purchase Price and Payment. The Purchaser hereby purchases
all of the Shares for a purchase price of $9.74 per Share, payment for which is
hereby made by means of as a transfer of $78,845,864.92 in the manner specified
by Contran.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller hereby represents and warrants to the Purchaser as of the date of
this Agreement as follows:
Section 2.1. Authority. It is a corporation validly existing and in good
standing under the laws of the state of its incorporation. It has full
corporate power and authority, without the consent or approval of any other
person, to execute and deliver this Agreement and to consummate the Transaction.
All corporate action required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement has been duly and properly
taken.
Section 2.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 2.3. Ownership of Shares. It is the record and beneficial owner
of the Shares and upon consummation of the transactions contemplated by this
Agreement, the Purchaser will acquire good and marketable title to the Shares,
free and clear of any liens, encumbrances, security interests, restrictive
agreements, claims or imperfections of any nature whatsoever, other than
restrictions on transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as of the date
of this Agreement as follows:
Section 3.1. Authority. It is a corporation validly existing and in good
standing under the laws of the State of Delaware. It has full corporate power
and authority, without the consent or approval of any other person, to execute
and deliver this Agreement and to consummate the Transaction. All corporate and
other actions required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement have been duly and
properly taken.
Section 3.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 3.3. Purchase for Investment. It is purchasing the Shares sold
and delivered to it hereunder for investment solely for its own account and not
with a view to, or for resale in connection with, the distribution thereof. It
understands that such Shares are restricted securities under the Securities Act
of 1933, as amended (the "Securities Act"), and that such Shares must be held
indefinitely unless they are registered under the Securities Act and any
applicable state securities or blue sky laws or an exemption from such
registration is available.
Section 3.4. Nature of Purchaser. It has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the purchase of the Shares.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Restricted Shares. The Purchaser hereby consents to the
placing of a legend on any stock certificates evidencing the Shares stating that
the Shares are restricted securities and to Valhi' s issuance of stop transfer
instructions in connection with the Shares.
Section 4.2. Access to Information. The Seller and the Purchaser shall
provide the other party and its respective representatives access to all
information with respect to the business of Valhi possessed by such party and
reasonably requested by the other party.
Section 4.3. Survival. The representations and warranties set forth in
this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein. The covenants and other
agreements set forth in this Agreement shall terminate on the tenth anniversary
of this Agreement.
Section 4.4. Amendment and Waiver. No amendment or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in a writing referring to this Agreement and signed by the parties
hereto, and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
Section 4.5. Parties and Interest. This Agreement shall bind and inure to
the benefit of the parties named herein and their respective heirs, successors
and assigns.
Section 4.6. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 4.8. Severability. If any provision of this Agreement is found to
violate any statute, regulation, rule, order or decree of any governmental
authority, court, agency or exchange, such invalidity shall not be deemed to
effect any other provision hereof or the validity of the remainder of this
Agreement and such invalid provision shall be deemed deleted to the minimum
extent necessary to cure such violation.
Section 4.9. Notice. All notices, requests, demands and other
communications hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid as follows:
If to the Seller: Contran Corporation
5430 LBJ Freeway
Three Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Secretary
If to the Purchaser: Valhi Group, Inc.
0000 XXX Xxxxxxx
Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: General Counsel
Section 4.10. Headings. The sections and other headings contained in this
Agreement are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
Section 4.11. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in connection
with the transactions contemplated hereby.
The parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.
CONTRAN CORPORATION
By: ----------------------------------
Xxxxxx X. Xxxxxx, Vice President
VALHI GROUP, INC.
By: ----------------------------------
Xxxxx X. X'Xxxxx, Vice President
