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EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
BY AND AMONG
XXXXXX X. XXXXX AND XXXXXXXXX X. XXXXX
AND
XXXXXXX X. XXXXX
DL&A
NOVEMBER 27, 1996
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TABLE OF CONTENTS
PAGE
ARTICLE I - SALE AND PURCHASE
SECTION 1.1 Transfer of Shares................................. 2
SECTION 1.2 Purchase Price and Payment......................... 2
ARTICLE II - REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations of Xxxxx and Lilo.................. 3
SECTION 2.2 Representations of Xxxxxxx......................... 4
ARTICLE III - CONFIDENTIALITY............................................. 4
ARTICLE IV - RESOLUTION OF DISPUTES
SECTION 4.1 Arbitration........................................ 5
SECTION 4.2 Equitable Remedies................................. 6
ARTICLE V - DEFINITIONS................................................... 6
ARTICLE IV - MISCELLANEOUS
SECTION 6.1 Further Assurances................................. 7
SECTION 6.2 Entire Agreement; Binding Effect................... 7
SECTION 6.3 Amendment.......................................... 8
SECTION 6.4 Applicable Law..................................... 8
SECTION 6.5 Severability....................................... 8
SECTION 6.6 No Waiver.......................................... 9
SECTION 6.7 Notices............................................ 9
SECTION 6.8 Assignment......................................... 10
SECTION 6.9 Gender and Number.................................. 10
SECTION 6.10 Headings.......................................... 10
SECTION 6.11 Counterparts...................................... 11
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement, made and entered into on this 27th day of
November 1996, by and among Xxxxxx X. Xxxxx ("Xxxxx ), Xxxxxxxxx X. Xxxxx
("Lilo") (Xxxxx and Lilo sometimes collectively the "Selling Stockholders"), and
Xxxxxxx X. Xxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxx is a key senior executive of CMP Media Inc., a Delaware
corporation (the "Company");
WHEREAS, Xxxxx and Lilo desire to create substantial incentives for
Xxxxxxx to (i) cause the Company to grow continuously and successfully in sales,
profits and profitability, (ii) take a long-term view of the Company's future,
(iii) help the Company attain its long-term goals, including its diversity goals
as set forth in its corporate Principles, and (iv) remain with the Company for
the long term; and
WHEREAS, to create such incentives, Xxxxx and Lilo desire to provide
Xxxxxxx with the opportunity to purchase shares of the Company's Class A Common
Stock from them, provided that Xxxxxxx simultaneously enters into a
Stockholders' Agreement with the Company, Xxxxx and Lilo, which provides for
certain restrictions on Michael's right to sell such shares and to compete with
the Company; and
WHEREAS, Xxxxxxx desires to have the opportunity to purchase such shares
of Class A Common Stock from Xxxxx and Lilo and, as an inducement to Xxxxx and
Lilo to sell him such shares of the Company's Class A Common Stock
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and as a condition to the closing of such sale, Xxxxxxx desires to enter
simultaneously therewith into such Stockholders' Agreement;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties, the parties hereto hereby represent,
warrant, covenant and agree, as follows:
ARTICLE I
SALE AND PURCHASE
SECTION 1.1. TRANSFER OF SHARES.
Subject to the terms and conditions of this Agreement, each of Xxxxx and
Lilo hereby sells to Xxxxxxx, and Xxxxxxx hereby purchases from each of Xxxxx
and Lilo, seven hundred ninety-two (792) shares of Class A Stock (which number
of shares equals approximately one and one-half percent (1.5%) of the number of
shares of the Company's Common Stock issued and outstanding as of the date
hereof), or an aggregate of one thousand five hundred eighty-four (1,584) shares
of Class A Stock (which number of shares equals approximately three percent (3%)
of the number of shares of the Company's Common Stock issued and outstanding as
of the date hereof).
SECTION 1.2. PURCHASE PRICE AND PAYMENT.
The purchase price for such shares of Class A Stock (the "Shares ) shall
be Three Hundred Seventy-Five Dollars ($375.00) per Share. Subject to the terms
and conditions of this Agreement, Xxxxxxx shall pay to each of Xxxxx and Lilo,
as
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the full purchase price for the Shares purchased by Xxxxxxx from such Selling
Stockholder hereunder, the sum of two hundred ninety-seven thousand dollars
($297,000), or an aggregate purchase price of five hundred ninety-four thousand
dollars ($594,000). Payment shall be made simultaneously herewith in cash or by
check, bank draft or wire transfer, in exchange for which each of Xxxxx and Lilo
shall cause to be delivered to Xxxxxxx xxxxx certificates representing the
Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1. REPRESENTATIONS OF XXXXX AND LILO.
Each of the Selling Stockholders hereby represents and warrants to Xxxxxxx
that (a) such Selling Stockholder has full legal right, power and authority to
enter into this Agreement and to consummate the transactions herein
contemplated; (b) this Agreement constitutes the valid and binding obligation of
such Selling Stockholder, enforceable in accordance with its terms, except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity; (c) neither this Agreement nor the consummation of the
transactions herein contemplated will conflict with, violate or infringe any
legal restriction, contract or instrument to which such Selling Stockholder is
subject, other than the restrictions set forth in the Shareholders' Agreement
and in the Credit Agreement and the Negative Pledge Agreement, all the
applicable provisions of which have been waived and/or satisfied to permit the
sale and purchase contemplated by this Agreement; (d) such Selling Stockholder
is the legal and beneficial owner of the Shares to be transferred by such
Selling Stockholder hereunder and has not previously sold, assigned or
transferred such Shares, or created or suffered to exist
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any security interest therein or lien or encumbrance thereon; (e) such Selling
Stockholder has full power to convey to Xxxxxxx xxxx title to the Shares to be
so transferred hereunder, free and clear of any liens, charges, encumbrances,
options, pledges or claims of any nature whatsoever; and (f) the sale of such
Shares to Xxxxxxx will, absent any incapacities occurring through an action or
omission of Xxxxxxx, transfer to Xxxxxxx xxxx, legal and valid right, title and
interest in and to such Shares.
SECTION 2.2. REPRESENTATIONS OF XXXXXXX.
Xxxxxxx hereby represents and warrants to each of Xxxxx and Lilo that (a)
he has full legal right, power and authority to enter into this Agreement and to
consummate the transactions herein contemplated; (b) this Agreement constitutes
the valid and binding obligation of Xxxxxxx, enforceable in accordance with its
terms, except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity; and (c) neither this Agreement nor the
consummation of the transactions herein contemplated will conflict with, violate
or infringe any legal restriction, contract or instrument to which Xxxxxxx is
subject or by which he is bound.
ARTICLE III
CONFIDENTIALITY
The terms and conditions of this Agreement shall be kept confidential by
the parties, and none of the parties shall disclose them to any non-party unless
such disclosure is necessitated by (a) legal and/or financial requirements of
any of the parties or the Company, in which case the form of such disclosure
shall first be
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mutually agreed upon by Gerry, Lilo, the Company and Xxxxxxx, or (b) any
arbitration or other legal proceeding contesting or seeking to enforce any
provision or interpretation of this Agreement (including any deposition or
testimony that either party provides in connection therewith), regardless of
whether such proceeding is initiated by Xxxxxxx, Xxxxx or Lilo. Except as
provided in the preceding sentence, and without limiting the generality of the
foregoing, Xxxxxxx shall not respond to or in any way participate in or
contribute to any public discussion, notice or other publicity concerning or in
any way relating to execution of this Agreement or the events (including any
negotiations) which led to its execution, and Xxxxxxx specifically agrees that
he shall not disclose information regarding this Agreement to any current or
former employees of the Company other than those expressly authorized by the
Company to have knowledge hereof. Without limiting the comprehensive
confidentiality agreed to, Xxxxxxx xxx disclose this Agreement to his attorneys,
financial advisors and members of his and his spouse's immediate families,
provided he informs them of this confidentiality provision and they agree to
abide by it. Xxxxxxx hereby agrees that any disclosure by him of any of the
terms and conditions of this Agreement in violation of the foregoing shall
constitute and be treated as a material breach of this Agreement and Xxxxxxx
shall be responsible for damages occasioned thereby, including but not limited
to reasonable attorneys' fees incurred by the Company to enforce this Article
III.
ARTICLE IV
RESOLUTION OF DISPUTES
SECTION 4.1. ARBITRATION.
Except as provided in Section 4.2, all controversies arising out of or
relating to this Agreement or the breach hereof shall be settled by arbitration
in the County
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of Nassau, State of New York, in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Any arbitration
hereunder shall be before three (3) arbitrators.
SECTION 4.2. EQUITABLE REMEDIES.
Notwithstanding the provisions of Section 4.1, any proceeding for
injunctive relief or specific performance in connection with this Agreement
shall be commenced in Supreme Court of the State of New York, County of Nassau,
and each of the parties hereby accepts the exclusive jurisdiction of such Court
for such purpose; provided, however, that the petitioner may commence such
proceeding in such other court as may be necessary, in the petitioner's
judgment, in order to more effectively or expeditiously obtain personal
jurisdiction over the respondent.
ARTICLE V
DEFINITIONS
"Credit Agreement" shall mean that certain Credit Agreement originally
dated as of July 15, 1993 by and among the Company (fka CMP Publications, Inc.),
Fleet National Bank (fka Shawmut Bank Connecticut, National Association) and The
Chase Manhattan Bank (fka The Chase Manhattan Bank, National Association), as
most recently amended on November 14, 1996.
"Negative Pledge Agreement" shall mean that certain Negative Pledge
Agreement originally dated as of July 15, 1993 by and among Xxxxx, Lilo and
Fleet National Bank (f/k/a/ Shawmut Bank Connecticut, National Association), as
most recently amended and confirmed by Gerry, Lilo, Xxxxxxx and Xxxxxx X. Xxxxx
to Fleet National Bank and The Chase Manhattan Bank on November 14, 1996.
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"Option Agreement" shall mean that certain Option Agreement entered into
as of the date hereof by and between the Company and Xxxxxxx.
"Shareholders' Agreement" shall mean that certain Shareholders' Agreement
entered into as of June 30, 1991 by and among the Company, certain of its
affiliates, Xxxxx, Lilo and their children.
"Stockholders' Agreement" shall mean that certain Stockholders' Agreement
entered into as of the date hereof by and among the Company, Xxxxx, Lilo and
Xxxxxxx.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. FURTHER ASSURANCES.
Each of the parties hereto, upon request of another party, shall take all
such actions and execute and deliver all such further instruments of sale,
assignment, conveyance, transfer and exchange, and all such other documents and
agreements, as may be necessary or appropriate to assure, complete and evidence
the full and effective sale, assignment, transfer, conveyance and exchange of
the Shares as herein required and as may otherwise be necessary or appropriate
to comply with the terms and conditions of this Agreement.
SECTION 6.2. ENTIRE AGREEMENT; BINDING EFFECT.
This Agreement contains all of the terms agreed upon by the parties with
respect to the subject matter hereof and replaces and supersedes any and all
prior agreements, written or oral, between the parties relating to the Shares
(except for the Stockholders' Agreement and the Option Agreement to the extent
their respective terms are not inconsistent herewith). No promises, agreements
or representations with respect to the matters herein contained shall be binding
upon
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any of the parties unless set forth herein. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective heirs,
representatives, successors and permitted assigns.
SECTION 6.3. AMENDMENT.
No provision of this Agreement may be amended or waived except by a
writing making reference to this Agreement and signed by the party against whom
the enforcement of such amendment or waiver is sought.
SECTION 6.4. APPLICABLE LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to its
principles regarding choice or conflicts of law, and in accordance with and
consistent with the Company's election to be treated as an S Corporation.
SECTION 6.5. SEVERABILITY.
Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law and the
Company's S Corporation election, but if any provisions hereof shall be
prohibited by or invalid under any such law or the Company's S Corporation
election, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating or nullifying the remainder of such
provision or any other provision of this Agreement.
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SECTION 6.6. NO WAIVER.
No delay or omission by any party in exercising or enforcing any right
hereunder shall operate as a waiver of such right, and a waiver on one occasion
shall not be construed as a waiver of any right or remedy on any future
occasion.
SECTION 6.7. NOTICES.
All notices, requests, consents, designations and demands required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given (a) when personally delivered, whether by
messenger, courier or other person, (b) on the second Business Day after the
date it is sent by certified or registered mail, return receipt requested, or
(c) on the next Business Day after the date it is sent via telefacsimile
(provided it is actually received and is not materially illegible), as follows:
If to Xxxxxxx:
Xxxxxxx X. Xxxxx
c/o CMP Media Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Fax: (000)000-0000
with a copy to Xxxxxxx at his last known address as reflected on the records of
the Company
If to Xxxxx:
Xxxxxx X. Xxxxx
c/o CMP Media Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
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If to Lilo:
Xxxxxxxxx X. Xxxxx
c/o CMP Media Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
or to such other mail or facsimile address as the recipient party shall have
last designated by notice given to the other in accordance herewith.
SECTION 6.8. ASSIGNMENT.
Except as expressly provided in this Agreement, no party may assign any
rights or delegate any obligations or liabilities hereunder without the prior
written consent of the other parties, except that each of Xxxxx and Lilo may
assign any of his or her rights and delegate any of his or her obligations or
liabilities to the other; provided, however, that no such assignment or
delegation shall relieve such assignor from his or her obligations or
liabilities hereunder.
SECTION 6.9. GENDER AND NUMBER.
Except when otherwise indicated by the context, references herein to one
gender shall include the other genders, and references herein to the plural
shall include the singular.
SECTION 6.10. HEADINGS.
The headings herein are for convenience of reference only and shall not be
considered in construing this Agreement.
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SECTION 6.11. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed as an original and all of which shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the individual parties have executed this Agreement on
the day and year first above written.
/s/XXXXXX X. XXXXX /s/XXXXXXXXX X. XXXXX
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XXXXXX X. XXXXX XXXXXXXXX X. XXXXX
/s/XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
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