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Exhibit 99.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made this 17th day of May, 2000, by
and among Ocean Energy, Inc., a Texas corporation ("Company"), Xxxxx X. Xxxxxx
("Xxxxxx") and the Xxxxxx Family Limited Partnership ("FFLP" and together with
Xxxxxx, the "Sellers").
WHEREAS, the Company desires to purchase and the Sellers desire to sell
shares of the Company's common stock, par value $.10 per share (the "Common
Stock");
WHEREAS, the Company and the Sellers wish to set forth the terms upon
which the Sellers will sell such Common Stock to the Company;
NOW THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of Common Stock.
The Company hereby agrees to purchase, and Xxxxxx and FFLP hereby agree
to sell 100,000 and 500,000 shares of Common Stock, respectively, at a purchase
price of $15.4375 per share.
2. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Sellers that:
(a) Authorization. The Company has all requisite authority to
enter into this Agreement and to perform all the obligations required
to be performed by the Company hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all
necessary corporate action of the Company, and this Agreement
constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms.
3. Representations and Warranties of the Sellers.
The Sellers hereby jointly and severally represent to the Company that:
(a) Authorization. Each of Xxxxxx and FFLP has all requisite
authority to enter into this Agreement and to perform all the
obligations required to be performed by Xxxxxx or FFLP hereunder. The
execution, delivery and performance of this Agreement have been duly
authorized by all necessary partnership action of FFLP, and this
Agreement constitutes a valid and binding obligation of Xxxxxx and
FFLP, enforceable in accordance with its terms.
(b) Ownership of Shares. Xxxxxx and FFLP will have good and
valid title to the
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shares of Common Stock to be sold by Xxxxxx or FFLP to the Company
hereunder, free and clear of all liens, encumbrances, equities or
claims; and upon deliver of such shares of Common Stock and payment
therefor by the Company pursuant hereto, good and valid title to such
shares, free and clear of all liens, encumbrances, equities or claims,
will pass to the Company.
(c) No Conflicts. The execution, delivery and performance of
this Agreement by Xxxxxx and FFLP or the performance of their
respective obligations hereunder will not violate the terms of any
contract, agreement, law, regulation, order, injunction, judgment,
decree or writ to which Xxxxxx or FFLP is subject and does not require
the consent or approval of any other person or entity.
4. Payment and Delivery of Shares.
(a) The Company shall on the date hereof pay to the Xxxxxx or
FFLP, as applicable, by certified check or wire transfer, $15.4375 for
each share of Common Stock to be purchased by the Company hereunder in
exchange for the delivery to the Company of a stock certificate or
certificates representing the total number of shares being so
purchased, duly endorsed in blank by Xxxxxx or FFLP, as applicable, or
having attached thereto a stock power duly executed by Xxxxxx or FFLP
in proper form for transfer.
5. Miscellaneous.
(a) This Agreement may not be amended, terminated or otherwise
modified unless evidenced in writing and signed by the Company and the
Sellers. This Agreement constitutes the entire understanding between
the Company and the Sellers concerning all matters relating to this
Agreement and is binding upon and shall inure to the benefit of all of
the parties hereto and their respective heirs, legal representatives,
successors and assigns.
(b) All notices under this Agreement shall be given in
writing, by registered or certified mail, postage prepaid, addressed to
the parties at their respective addresses set forth opposite their
names below or at such other address as may be designated in writing by
the parties to one another. Any notice addressed or mailed as specified
herein shall be deemed to have been given three days after such notice
has been deposited in the United States mails.
(c) This Agreement shall be governed and construed in
accordance with the laws of the State of Texas.
(d) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(e) This Agreement represents the entire agreement of the
parties with respect to the subject matter hereof and shall supersede
any and all previous contracts, arrangements or understandings between
the parties hereto with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
Address: 1001 Xxxxxx, Suite 1600 OCEAN ENERGY, INC.
Xxxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chairman, President and
Chief Executive Officer
Address: P.O. Box 1083 XXXXX X. XXXXXX
Xxxxxxx, XX 00000
/s/ Xxxxx X. Xxxxxx
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Address: P.O. Box 1083 XXXXXX FAMILY LIMITED PARTNERSHIP
Xxxxxxx, XX 00000
By: Xxxxx X. Xxxxxx, its general partner
/s/ Xxxxx X. Xxxxxx
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