STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") dated November 21, 1997,
among Xx. X. X. Xxxxx ("Xxxxx"), Xx. X. X. Xxxxxxxx ("Xxxxxxxx") and Xx.
Xxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx") (collectively, the "Sellers") and
Xxxx X. Xxxxxx, as the trustee (the "Trustee") of the CTA INCORPORATED
EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the "Trust"), which implements and
forms a part of the CTA INCORPORATED EMPLOYEE STOCK OWNERSHIP PLAN (the
"Plan"). The Trust and the Plan are hereinafter collectively referred to
as the "ESOP".
R E C I T A L S:
WHEREAS, the Sellers collectively own 3,191,503 shares of common
stock, par value $.01 per share ("Common Stock") of CTA INCORPORATED, a
Colorado corporation ("CTA") and Sellers desire to sell to the Trustee and
the Trustee desires to purchase from Sellers certain of these shares in
accordance with the terms of this Agreement.
WHEREAS, the board of directors of the Company by unanimous resolution
has waived the Company's right of first refusal, if any, with respect to
any and all shares of the Seller's Common Stock to be sold hereby.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereby agree as follows:
ARTICLE 1
SALE OF STOCK
1.1 XXXXX SALE. Subject to the terms and conditions of this Agreement, at
the Closing (defined below), Xxxxx shall sell to the Trustee, and the
Trustee shall purchase from Xxxxx, 228,960 shares of Common Stock (the
"Xxxxx Shares") for a per share purchase price of $10.10 and a total
purchase price of $2,312,496.00.
1.2 XXXXXXXX SALE. Subject to the terms and conditions of this
Agreement, at the Closing (defined below), Xxxxxxxx shall sell to the
Trustee, and the Trustee shall purchase from Xxxxxxxx, 39,979 shares of
Common Stock ( the "Xxxxxxxx Shares") for a per share purchase price of
$10.10 and a total purchase price of $403,787.90.
1.3 PIDDINGTON SALE. Subject to the terms and conditions of this
Agreement, at the Closing (defined below), Piddington shall sell to the
Trustee, and the Trustee shall purchase from Piddington, 24,000 shares of
Common Stock (the "Piddington Shares") for a per share purchase price of
$10.10 and a total purchase price of $242,400.
ARTICLE 2
CLOSING
2.1 TIME AND PLACE. The exchange of items described in Section 2.2
below (the "Closing") shall be held at the offices of CTA, located at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, at 10 a.m.,
local time, on November 21, 1997, or at such other time and place as shall
be mutually agreed upon by the parties. The date of the Closing is
sometimes referred to herein as the "Closing Date."
2.2 DELIVERIES. On the Closing Date (a) the Trustee shall deliver to
each Seller payment, by federal wire transfer or cashier's check,
representing the purchase price in accordance with Sections 1.1, 1.2 and
1.3 above; (b) the Sellers shall deliver to the Trustee certificates
representing the Common Stock described in Sections 1.1, 1.2 and 1.3 above,
duly endorsed to the Trustee or accompanied by duly executed stock powers,
in transferable form with any requisite stock transfer stamps attached; and
(c) the parties shall deliver all other documents or agreements required by
this Agreement.
ARTICLE 3
XXXXX'X REPRESENTATIONS AND WARRANTIES
Xxxxx represents and warrants to the Trustee as follows:
3.1 TITLE TO STOCK. Xxxxx is the record and beneficial owner of the
Xxxxx Shares, which, as of Closing, shall be free and clear of any security
interest, claim, lien, pledge, option, encumbrance or restriction (on
transferability or otherwise). The delivery to the Trustee on the Closing
Date of certificates for the Xxxxx Shares will convey to the Trustee lawful
and valid title thereto, free and clear of any security interest, claim,
lien, pledge, option, encumbrance or restriction whatsoever.
3.2 NECESSARY AUTHORITY; ENFORCEABILITY. Xxxxx has the legal
competence to enter into, deliver and perform this Agreement and to
consummate the transactions contemplated herein. This Agreement has been
duly executed and delivered by Xxxxx, and constitutes the legal, valid and
binding obligations of Xxxxx enforceable against Xxxxx in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally now or hereafter in effect, and subject to the availability of
equitable remedies.
3.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Xxxxx and Xxxxx'x consummation of the transactions
contemplated hereby, do not and will not (i) require the consent, approval,
authorization, order, filing, registration or qualification of or with any
court, governmental authority or third person, (ii) conflict with or result
in any material violation of or default under any provision of any
mortgage, indenture, lease, agreement or other instrument, permit,
concession, grant, franchise or license to which Xxxxx is party or by which
he may be bound, (iii) violate any law, ordinance, rule, regulation,
judgment, order or decree applicable to Xxxxx, or (iv) result in the
creation of any security interest, claim, lien, charge or encumbrance upon
any of the Xxxxx Shares.
3.4 NO BROKERS. Xxxxx has not entered into any contract, arrangement
or understanding with any person or incurred any liability which would
result in the obligation of any person to pay any finder's fees, brokerage
or agent's commissions or other like payments in connection with this
Agreement or the consummation of the transactions contemplated hereby.
ARTICLE 4
XXXXXXXX'X REPRESENTATIONS AND WARRANTIES
Xxxxxxxx represents and warrants to the Trustee as follows:
4.1 TITLE TO STOCK. Xxxxxxxx is the record and beneficial owner of
the Xxxxxxxx Shares, which, as of Closing, shall be free and clear of any
security interest, claim, lien, pledge, option, encumbrance or restriction
(on transferability or otherwise). The delivery to the Trustee on the
Closing Date of certificates for the Xxxxxxxx Shares will convey to the
Trustee lawful and valid title thereto, free and clear of any security
interest, claim, lien, pledge, option, encumbrance or restriction
whatsoever.
4.2 NECESSARY AUTHORITY; ENFORCEABILITY. Xxxxxxxx has the legal
competence to enter into, deliver and perform this Agreement and to
consummate the transactions contemplated herein. This Agreement has been
duly executed and delivered by Xxxxxxxx, and constitutes the legal, valid
and binding obligations of Xxxxxxxx enforceable against Xxxxxxxx in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of
creditors' rights generally now or hereafter in effect, and subject to the
availability of equitable remedies.
4.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Xxxxxxxx and Xxxxxxxx'x consummation of the transactions
contemplated hereby, do not and will not (i) require the consent, approval,
authorization, order, filing, registration or qualification of or with any
court, governmental authority or third person, (ii) conflict with or result
in any material violation of or default under any provision of any
mortgage, indenture, lease, agreement or other instrument, permit,
concession, grant, franchise or license to which Xxxxxxxx is party or by
which he may be bound, (iii) violate any law, ordinance, rule, regulation,
judgment, order or decree applicable to Xxxxxxxx, or (iv) result in the
creation of any security interest, claim, lien, charge or encumbrance upon
any of the Xxxxxxxx Shares.
4.4 NO BROKERS. Xxxxxxxx has not entered into any contract,
arrangement or understanding with any person or incurred any liability
which would result in the obligation of any person to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection
with this Agreement or the consummation of the transactions contemplated
hereby.
ARTICLE 5
PIDDINGTON'S REPRESENTATIONS AND WARRANTIES
Piddington represents and warrants to the Trustee as follows:
5.1 TITLE TO STOCK. Piddington is the record and beneficial owner of
the Piddington Shares, which, as of Closing, shall be free and clear of any
security interest, claim, lien, pledge, option, encumbrance or restriction
(on transferability or otherwise). The delivery to the Trustee on the
Closing Date of certificates for the Piddington Shares will convey to the
Trustee lawful and valid title thereto, free and clear of any security
interest, claim, lien, pledge, option or encumbrance or restriction
whatsoever.
5.2 NECESSARY AUTHORITY; ENFORCEABILITY. Piddington has the legal
competence to enter into, deliver and perform this Agreement and to
consummate the transactions contemplated herein. This Agreement has been
duly executed and delivered by Piddington, and constitutes the legal, valid
and binding obligations of Piddington enforceable against Piddington in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of
creditors' rights generally now or hereafter in effect, and subject to the
availability of equitable remedies.
5.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Piddington and Piddington's consummation of the transactions
contemplated hereby, do not and will not (i) require the consent, approval,
authorization, order, filing, registration or qualification of or with any
court, governmental authority or third person, (ii) conflict with or result
in any material violation of or default under any provision of any
mortgage, indenture, lease, agreement or other instrument, permit,
concession, grant, franchise or license to which Piddington is party or by
which he may be bound, (iii) violate any law, ordinance, rule, regulation,
judgment, order or decree applicable to Piddington, or (iv) result in the
creation of any security interest, claim, lien, charge or encumbrance upon
any of the Piddington Shares.
5.4 NO BROKERS. Piddington has not entered into any contract,
arrangement or understanding with any person or incurred any liability
which would result in the obligation of any person to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection
with this Agreement or the consummation of the transactions contemplated
hereby.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE
The Trustee, in his capacity as such, represents and warrants to the
Sellers as follows:
6.1 NECESSARY AUTHORITY. The Trustee has full power and authority
under the ESOP to execute and deliver this Agreement on behalf of the ESOP
and to consummate the transactions contemplated hereby. This Agreement has
been duly authorized, executed and delivered by the Trustee on behalf of
the ESOP, and constitutes the legal, valid and binding obligation of the
ESOP, enforceable against the ESOP in accordance with its terms, except as
the same may be limited by the Employee Retirement Income Security Act of
1974, as amended from time to time ("ERISA"), bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally now or hereafter in effect, and subject to the availability of
equitable remedies.
6.2 NO CONFLICTS. The execution, delivery and performance of this
Agreement by the Trustee, in its capacity as such and on behalf of the
ESOP, and the consummation of the transactions contemplated hereby do not
and will not (a) require the consent, approval, authorization, order,
filing, registration or qualification of or with any court, government
authority or third person; (b) conflict with or result in the breach of any
provision of, or constitute a default under, the ESOP or any agreement,
indenture or other instrument to which the Trustee, in its capacity as
such, or the ESOP, is a party or by which it or its assets may be bound; or
(c) violate any law, ordinance, rule, regulation, judgment, order or decree
binding upon the Trustee, in its capacity as such, or the ESOP or give rise
to any liability to the ESOP under Title I of ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended from time to time (the "Code").
6.3 QUALIFICATION. The ESOP is, in form, an "employee stock
ownership plan" within the meaning of Section 4975(e)(7) of the Code and,
in form, qualifies under Section 401(a) of the Code. The Trust has been
duly constituted in accordance with valid and binding trust instruments, is
validly existing and, in form, qualifies under Section 501(a) of the Code.
6.4 INVESTMENT REPRESENTATIONS. The Trust is acquiring the Xxxxx
Shares, the Xxxxxxxx Shares and the Piddington Shares for its own account,
for investment, and not with a view to, or for sale in connection with, the
distribution thereof or of any interest therein, in violation of state or
federal law. The Trustee understands that the Xxxxx Shares, Xxxxxxxx
Shares and Piddington Shares may not be sold or otherwise disposed of
unless registered under the Securities Act of 1933 or exempted from
registration.
6.5 NO BROKERS. The ESOP has not entered into any contract,
arrangement or understanding with any person or incurred any liability
which could result in the obligation of any person to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection
with this Agreement or the consummation of the transactions contemplated
hereby.
ARTICLE 7
CONDITIONS TO CLOSING
7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS AT THE CLOSING. The
respective obligations of each party to this Agreement to effect the
purchase and sale of the Xxxxx Shares, the Xxxxxxxx Shares and the
Piddington Shares shall be subject to the satisfaction at or prior to the
Closing of the following conditions:
(a) All third party consents required in connection with the
purchase and sale of the Xxxxx Shares, the Xxxxxxxx Shares and the
Piddington Shares hereunder shall have been obtained.
(b) No temporary restraining order, preliminary or permanent
injunction, or other order issued by any court of competent jurisdiction or
other legal or regulatory restraint or prohibition preventing the
consummation of the purchase and sale of the Xxxxx Shares, the Xxxxxxxx
Shares and the Piddington Shares shall have been issued, nor shall any
proceeding brought by any governmental agency seeking any of the foregoing
be pending; nor shall there be any action taken, or any statute, rule,
regulation, or order enacted, entered, enforced, or deemed applicable to
the purchase and sale of the Xxxxx Shares, the Xxxxxxxx Shares and the
Piddington Shares which makes the consummation of such transaction illegal.
7.2 ADDITIONAL CONSENTS TO OBLIGATIONS OF THE TRUSTEE. In addition
to the conditions set forth in Section 7.1, the obligations of the Trustee
to purchase the Xxxxx Shares, the Xxxxxxxx Shares and the Piddington Shares
shall be subject to the satisfaction at or prior to the Closing of the
following conditions:
(a) All of the representations and warranties made by the
Sellers herein shall be true and correct in all material respects as of the
Closing Date with the same force and effect as if such representations and
warranties had been made as of the Closing Date, except as expressly
contemplated herein.
(b) Sellers shall have performed in all material respects all
obligations required to be performed by them under this Agreement on or
prior to the Closing Date.
(c) The Trustee shall have received an appraisal or opinion from
its financial advisor to the effect that the purchase price payable by the
ESOP constitutes no more than "adequate consideration" within the meaning
of ERISA.
(d) All other agreements and documents required to be executed
or delivered by Sellers shall have been executed and delivered by them as
contemplated hereby.
7.3 ADDITIONAL CONDITIONS TO SELLERS' OBLIGATIONS. In addition to
the conditions set forth in Section 7.1, Sellers' obligations respectively
to sell the Xxxxx Shares, the Xxxxxxxx Shares and the Piddington Shares to
the Trustee shall be subject to the satisfaction at or prior to the Closing
of the following conditions:
(a) All of the representations and warranties made by the
Trustee herein shall be true and correct in all material respects as of the
Closing Date with the same force and effect as if such representations and
warranties had been made as of the Closing Date, except as expressly
contemplated herein, and Sellers shall have received a certificate to such
effect signed by the Trustee.
(b) The Trustee shall have performed in all material respects
all obligations required to be performed by it under this Agreement on or
prior to the Closing Date, and Sellers shall have received a certificate to
such effect signed by the Trustee.
(c) All other agreements or documents required to be executed or
delivered by the Trustee shall have been executed and delivered by it as
contemplated hereby.
ARTICLE 8
INDEMNIFICATION
8.1 SELLERS. Sellers shall severally, and not jointly, indemnify and
hold harmless the Trustee and its authorized agents and representatives
against any and all costs, losses, claims, liabilities, fines, penalties,
damages and expenses suffered by any of them in connection with any
inaccuracy in or breach of any representations or warranties of such Seller
made herein or any breach of this Agreement by such Seller.
8.2 LIMITATION OF LIABILITY. Each Seller's liability under 8.1 shall
be limited to the amount of consideration such Seller received from the
Trustee for the shares of Common Stock sold pursuant to this Agreement,
except as may be required by applicable law.
8.3 TRUSTEE. The Trustee hereby indemnifies and holds harmless each
Seller and his authorized agents and representatives against any and all
costs, losses, claims, liabilities, fines, penalties, damages and expenses
suffered by any of them resulting solely from any inaccuracy in or breach
of any representations or warranties of the Trustee made herein or any
breach of this Agreement by the Trustee.
ARTICLE 9
GENERAL
9.1 EXECUTION OF COUNTERPART. For the convenience of the parties,
this Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same document.
9.2 NOTICES. All notices which are required or may be given pursuant
to the terms of this Agreement shall be in writing and shall be sufficient
in all respects if delivered personally, by registered or certified mail,
postage prepaid, overnight courier, or by facsimile, as follows:
If to the Sellers:
X. X. Xxxxx
c/o CTA INCORPORATED
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
If to the ESOP:
Attention: Xxxx X. Xxxxxx, Trustee
CTA Employee Stock Ownership Plan
c/o CTA INCORPORATED
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
or to such other address or facsimile number as shall be furnished in like
manner by any party to the others. Any such notice shall be deemed to have
been given, received and become effective for all purposes at the time it
shall have been (a) delivered to the addressee as indicated by the return
receipt (if transmitted by mail) or the affidavit of the messenger (if
transmitted by personal delivery) or the confirmation of receipt (if
transmitted via facsimile); or (b) presented for delivery to the addressee
as so indicated during normal business hours, if such delivery shall have
been refused for any reason.
9.3 ASSIGNMENT AND SUCCESSORS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns. No party shall assign any of its rights or
obligations hereunder without the prior written consent of the other
parties other than to a party that acquired substantially all of the
transferor's assets through a merger or asset purchase.
9.4 GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the substantive laws of the State of
Maryland, except as preempted by ERISA or required by the Code.
9.5 ENTIRE AGREEMENT. This Agreement, together with the schedules
hereto, constitutes the entire agreement among the parties hereto, and no
party hereto shall be bound by any communications between them on the
subject matter hereof unless such communications are in writing and bear a
date contemporaneous with or subsequent to the date hereof. Any prior
written agreements or letters of intent among the parties shall, upon the
execution of this Agreement, be null and void.
9.6 HEADINGS. The headings in the sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof or
affect the meaning or interpretation hereof.
9.7 REPRESENTATIONS AS TO COMPLIANCE WITH LAW. Whenever a
representation or warranty is made herein with respect to compliance with
any law, that representation means the applicable subject matter is in
compliance with applicable statutes, regulations and ordinances as in
existence on the date hereof and on the Closing Date and does not extend to
any amendments or revisions of such laws adopted subsequent to such dates.
9.8 SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision hereunder.
9.9 FACSIMILE SIGNATURES. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Agreement.
9.10 ERISA CONSTRUCTION. Whenever possible, each provision of this
Agreement shall be construed and interpreted in such manner as to be
effective and valid under ERISA and the Code, and regulations issued
thereunder, but if any provision of this Agreement shall be prohibited by,
or invalid or unenforceable under, such statutes or regulations, such
provision shall be ineffective and unenforceable to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
9.11 WAIVER, DISCHARGE, ETC. This Agreement may not be released,
discharged or modified except by an instrument in writing signed on behalf
of each of the parties hereto. The failure of a party to enforce any
provision of this Agreement shall not be deemed a waiver by such party of
any other provision or subsequent breach of the same or any other
obligation hereunder.
9.12 ACTION TAKEN AS TRUSTEE. This document was executed by the
Trustee, not in his individual capacity, but solely as Trustee of the
Trust. The performance of this Agreement by the Trustee and any and all
duties, obligations and liabilities of the Trustee hereunder shall be
effected by him only as Trustee. The Trustee does not undertake nor shall
he have any individual liability or obligation of any nature whatsoever by
virtue of the execution and delivery of this Agreement, or the
representations, covenants or warranties contained herein.
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IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written.
CTA INCORPORATED
EMPLOYEE STOCK OWNERSHIP TRUST
By: ____________________________________
Xxxx X. Xxxxxx, Trustee
__________________________________________
X. X. Xxxxx
__________________________________________
X. X. Xxxxxxxx
__________________________________________
Xxxxx X. Xxxxxxxxxx
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IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written.
CTA INCORPORATED
EMPLOYEE STOCK OWNERSHIP TRUST
By: /S/XXXX X. XXXXXX
Xxxx X. Xxxxxx, Trustee
/S/X. X. XXXXX
X. X. Xxxxx
/S/X. X. XXXXXXXX
X. X. Xxxxxxxx
/S/XXXXX X. XXXXXXXXXX
Xxxxx X. Xxxxxxxxxx
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