Exhibit 1. Copy of the Share Purchase Agreement dated June 30, 1998 among
the Partnership, Xxxxx Xxxxxx and other members of the Xxxxxx
family.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of June 30, 1998, by and among TJS Partners, L.P., (the "Buyer") and the
stockholders of Transfinancial Holdings, Inc. listed on the signature page
hereto (collectively, the "Selling Stockholders" and individually a "Selling
Stockholder")
BACKGROUND. The Buyer desires to purchase, and the Selling Stockholders
desire to sell, the shares of common stock, par value $.01 per share of
Transfinancial Holdings, Inc., a Delaware corporation ("TFH") set forth opposite
their respective names on Exhibit A hereto and designated Owned Shares ("Owned
Shares") and Option Shares ("Option Shares") on Exhibit A (such Shares together
referred to as the "Purchased Stock"). The parties desire that the transaction
be accomplished as stated herein, in accordance with their respective
representations, warranties, and agreements, subject to the conditions contained
herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants, representations,
warranties, and agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1. PURCHASE AND SALE.
(a) Subject to the terms and conditions of this Agreement, the
Buyer hereby agrees to purchase from the Selling Stockholders, and the
Selling Stockholders agree to sell to the Buyer, free and clear of
adverse claims, the shares of Purchased Stock owned by them; provided,
that Xxxxx Xxxxxx shall retain 50,000 of his shares in accordance with
Section 6(a) hereof.
(b) Contemporaneously with the First Closing (as defined in
Section 3), the Selling Stockholders who have been granted stock
options shall exercise those stock options underlying the Option
Shares, which represent all options that are currently exercisable or
may become exercisable prior to the First Closing and have an exercise
price of $9.00 or less. The Option Shares shall be deemed Purchased
Stock and the Buyer shall purchase such shares at the Second Closing
(as defined in Section 3) on the same terms and conditions as the other
shares of Purchased Stock.
2. PURCHASE PRICE. The price for the Purchased Stock (the "Purchase
Price") shall be $9.25 per share of Purchased Stock, payable in cash as set
forth in Section 3.
3. CLOSING.
(a) The closing of the transactions contemplated by this
Agreement with respect to the Owned Shares (the "First Closing"), shall
occur at the offices of Stroock & Stroock & Xxxxx LLP at 10:00 a.m. on
the first business day after the condition to Closing set forth in
section 7(b) of this Agreement shall have been satisfied, or at such
other time and place as the parties mutually agree. At the First
Closing, against receipt of the Purchase Price, the Selling
Stockholders shall deliver to the Buyer certificates representing the
Owned Shares, duly endorsed or accompanied by stock powers executed in
blank. At the First Closing, against receipt of the stock certificates
(and stock powers, if applicable) representing the Owned Shares, the
Buyer shall deliver the Purchase Price as follows: an amount equal to
the Purchase Price for the Owned Shares shall be paid to the Selling
Stockholders in cash by cashier's check or wire transfer of immediately
available funds.
(b) The closing of the transactions contemplated by this
Agreement with respect to the Option Shares (the "Second Closing"),
shall occur at the Officers of Stroock & Xxxxx LLP at 10:00 a.m. on the
first business day after the delivery of share certificates
representing the Option Shares to the respective holders by TFH or at
such other time and place as the parties mutually agree. At the Second
Closing, against receipt of the Purchase Price, the Selling
Stockholders shall deliver to the Buyer certificates representing the
Option Shares, duly endorsed or accompanied by stock powers executed in
blank. At the Second Closing, against receipt of the stock certificates
(and stock powers, if applicable), the Buyer shall deliver the Purchase
Price for the Option Shares, together with accrued interest on such
amount at the T-Xxxx rate from the date of the First Closing to the
date of the Second Closing, to the Selling Stockholders.
(c) The delivery of the Purchase Price at both closings shall
be made to Xxxxxxx Law Firm, P.C., as agent of the Selling
Stockholders.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to the Selling Stockholders, that:
(a) AUTHORITY; BINDING AGREEMENT. Buyer is duly organized,
validly existing, and in good standing under the laws of the state of
its organization, with all requisite power and authority to carry on
its business. Buyer has full right, power, and authority to execute and
deliver this Agreement and to consummate and perform the transactions
contemplated hereby. The execution and delivery of this Agreement by
Buyer and the consummation and performance of the transactions
contemplated hereby have been duly and validly authorized by all
necessary proceedings. This Agreement has been duly executed and
delivered by Buyer and constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its
terms.
(b) VALIDITY OF CONTEMPLATED TRANSACTION. The execution and
delivery of this Agreement by Buyer does not, and the performance of
this Agreement by Buyer will not (i) violate or conflict with any
existing law or any judgment that is applicable to Buyer; or (ii)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any person the right to
accelerate, terminate, modify, or cancel, or require any notice under
the limited partnership agreement, or other charter document, or any
securities of Buyer or its general partner or any contract to which
Buyer or its general partner is a party or by which it is otherwise
bound.
5. REPREESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS.
The Selling Stockholders jointly and severally represent and warrant to Buyer
as follows:
(a) OWNERSHIP OF SHARES. Each Selling Stockholder, with
respect to the shares of the Owned Shares set forth opposite his or her
name on the signature page of this Agreement, and with respect to the
shares of the Option Shares set forth opposite his or her name on the
signature page of this Agreement purchased by the Selling Stockholder
pursuant to the exercise of a stock option (as more fully described in
Section 1(b) of this Agreement), will transfer to Buyer valid and
marketable title to the shares of such stock free and clear of all
liens, claims, and encumbrances of any kind or character. Such shares
have been duly and validly issued, and are fully paid and
non-assessable. The execution and delivery of this Agreement by the
Selling Stockholder does not, and the performance of this Agreement by
the Selling Stockholder will not, (i) violate or conflict with any
existing law or any judgment which is applicable to the Selling
Stockholder; or (ii) conflict with, result in a breach of, constitute a
default under, result in acceleration of, create in any person the
right to accelerate, terminate, modify, or cancel, or require any
notice under any contract to which the Selling Stockholder is a party
or by which he or she is otherwise bound. This Agreement has been duly
executed and delivered by the Selling Stockholder and constitutes his
or her legal, valid, and binding obligation, enforceable in accordance
with its terms.
(b) MATERIAL INFORMATION. The Selling Stockholders are not
aware of any material, adverse information with respect to TFH
regarding is business, assets, liabilities, financial condition,
results of operations and prospects that has not been disclosed in
TFH's filings pursuant to applicable securities laws, pursuant to a
press release or other public announcement, or otherwise disclosed in
writing to Buyer by the Selling Stockholders.
6. COVENANTS. From and after the date hereof, the parties agree to the
following:
(a) Xxxxx Xxxxxx shall not voluntarily resign from the TFH
Board of Directors for two years following Closing unless requested by
Buyer. For the shorter of the duration of his services as a director or
two years following Closing (the "Term"), Xx. Xxxxxx shall continue to
be record and beneficial owner ofat least 50,000 shares of TFH
Common Stock and shall convey to Buyer an irrevocable proxy to vote
such shares owned by Xx. Xxxxxx during such term.
(b) Promptly (and in any event within 5 business days) after
execution of this Agreement, the parties shall prepare and cause to be
filed premerger notification forms under the xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act. Buyer shall pay the filing fee. Early
termination of the waiting period shall be requested by each party.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligation of
Buyer to consummater this Agreement is subject to the fulfillment of all of the
following conditions precedent (any of which may be waived in writing by Buyer,
in whole or in part) at or prior to the Closing:
(a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING.
The representations and warranties of the Selling Stockholders
contained in this Agreement shall be true in all respects at and as of
the Closing with the same effect as though such representations and
warranties wre made as of such date.
(b) XXXX-XXXXX-XXXXXX. The parties shall have been granted
early termination of the Xxxx-Xxxxx-Xxxxxx waiting period or such
waiting period shall have expired.
8. COSTS AND EXPENSES; FEES. Each party shall be solely responsible for
and bear all of its own respective expenses incurred at any time in connection
with pursuing or consummating the Agreement and the transactions contemplated by
the Agreement, including, but not limited to, fees and expenses of legal
counsel, accountants, and other facilitators and advisors.
9. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The covenants, agreements, representations, and warranties of the Buyer and
Selling Stockholders contained in this Agreement or in any document delivered or
in connection herewith shall survive the Closing.
10. COMPLETE AGREEMENT, ETC. This Agreement, the Confidentiality
Agreement previously entered into by the parties, and the attachment to the
letter dated June 19,1998 (the "Letter") set forth the entire understanding of
the parties hereto with respect to the transactions contemplated hereby, and any
and all previous agreements and understandings between or among the parties
regarding the subject matter hereof (except the Confidentiality Agreement and
the Letter), whether written or oral, are superseded by this Agreement. It shall
not be amended or modified except by written instrument duly executed by each of
the parties hereto.
11. WAIVER. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.
12. COOPERATION. Subject to the terms and conditions herein provided,
the parties hereto shall use their best efforts to take, or cause to be taken,
such action, to execute and deliver, or cause to be executed and delivered, such
additional documents and instrument, and to do, or cause to be done, all things
necessary, proper, or advisable under the provisions of this Agreement and under
applicable law, to consummate and make effective the transactions contemplated
by this Agreement.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by the parties. It shall
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.
14. EFFECTIVE AGREEMENT. This Agreement shall become effective and
binding upon the Buyer and the Selling Stockholders upon full execution by all
Selling Stockholders and by the Buyer.
15. CONFIDENTIALITY. The parties shall keep the existence and
terms of this Agreement confidential unless required to disclose the existence
or terms by applicable law.
* * * * * * * *
THIS IS THE SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT AMONG
TJS PARTNERS, L.P. AND CERTAIN SELLING STOCKHOLDERS
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written.
BUYER
TJS Partners, L.P.
By: /s/ X.X. Xxxxxxxxx
-------------------------
Its: Managing General Partner
SELLING STOCKHOLDERS
/S/ XXXXX XXXXXX
---------------------
Xxxxx Xxxxxx
/S/ XXXXXX XXXXXX
---------------------
Xxxxxx Xxxxxx
/S/ XXXXXXX XXXXXX
---------------------
Xxxxxxx Xxxxxx
Selling Stockholder signatures continued on next page
* * * * * * * *
CONTINUED
SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT AMONG
TJS PARTNERS, L.P. AND CERTAIN SELLING STOCKHOLDERS
/S/ XXXXXXX XXXXXX
-------------------------
Xxxxxxx Xxxxxx
/S/ XXXX XXXXXX WATT
--------------------------
Xxxx Xxxxxx Watt
/S/ XXXXXXX XXXX
--------------------------
Xxxxxxx Xxxx
/S/ XXXXXXX X. XXXXXX
--------------------------
Xxxxxxx Xxxxxx
/S/ XXXXXXX XXXXXX
---------------------------
Xxxxxxx Xxxxxx
/S/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx
/S/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx
/S/ XXXXX XXXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx Xxxxxx
Exhibit A
to Stock Purchase
Agreement
SELLING OWNED SHARES OPTION SHARES1
STOCKHOLDER
Maximum Minimum
Xxxxx Crouse2 98,338 55,000 45,000
Xxxxxxx Xxxxxx 246,315 -- --
Xxxxxxx Xxxxxx 250,030 12,500 6,500
Xxxxxx Xxxxxx 239,315 12,500 6,500
Xxxx Xxxxxx Watt 246,315 -- --
Xxxxxxx Xxxx 18,833 -- --
Xxxxxxx Xxxxxx 11,883 -- --
Xxxxxxx Xxxxxx 19,000 -- --
Xxxxx Xxxxxx 19,000 -- --
Xxxxx Xxxxxx Xxxxxx 14,833 -- --
Xxxxx Xxxxxx Xxxxxx 3,923 -- --
---------- -------- ---------
1,167,785 80,000 58,000
--------
1 Of the Option Shares, 10,000 attributed to Xxxxx Xxxxxx and 6,000
attributable to each of Xxxxxx and Xxxxxxx Xxxxxx are not currently
exercisable but are expected to become exercisable prior to the First Closing.
2 Such shares do not include 50,000 shares being retained by Xxxxx Xxxxxx in
accordance with the terms of the Stock Purchase Agreement. At his election, Xx.
Xxxxxx may choose to sell additional Owned Shares and retain Option Shares
following exercise.
DISCLOSURE PURSUANT TO
SECTION 5(B) OF
STOCK PURCHASE AGREEMENT
[Intentionally Omitted]
