EXHIBIT (10)(b)
STOCK SALE AGREEMENT
THIS AGREEMENT is made on April 16, 1997, by and among
Fieldstone Advantage Company, a Michigan corporation ("Seller A"), and
Flagstone Advantage Company, a Michigan corporation ("Seller B"; Seller A and
Seller B each being referred to as a "Seller"), and Pulte Corporation, a
Michigan corporation (the "Company").
RECITALS
A. Seller A is the holder, as transferee from Xxxxx Xxxxxxxx and
Xxxxx Xxxxxxxx (the "Grosfelds"), of 1,600,000 shares of the Common Stock,
par value $0.01, of the Company held of record by the Grosfelds jointly, and
Seller B is the holder, as transferee from the Grosfelds, of 725,000 shares
of such Common Stock held of record by the Grosfelds jointly; the shares held
by the Sellers constituting approximately 9.9% of such Common Stock
outstanding.
B. Each Seller desires to sell to the Company, and the Company
desires to purchase from such Seller, all of such Seller's shares of such
Common Stock (its "Shares"), upon the terms and conditions provided herein.
Therefore, the parties agree as follows:
1. Sale of Shares.
Simultaneously with the execution of this Agreement:
(a) Seller A is selling, assigning, transferring and conveying
to the Company, and the Company is purchasing from Seller A, all of Seller
A's Shares for an aggregate price of $50,224,000 (the "Sale Price for Sellers
A's Shares");
(b) Seller B is selling, assigning, transferring and conveying
to the Company, and the Company is purchasing from Seller B, all of Seller
B's Shares for an aggregate price of $22,757,750 (the "Sale Price for Seller
B's Shares");
(c) Each Seller is tendering to the Company certificates
representing its Shares together with (i) appropriate endorsements or
assignments separate from certificate conveying such Shares from the
Grosfelds to it with the Grosfelds' signatures guaranteed by a bank or broker
and (ii) appropriate endorsements or assignments separate from certificate
conveying such Shares from such Seller to the Company
with such Seller's signature guaranteed by a bank or broker;
(d) Each Seller is delivering to the Company (i) certified
copies of its Articles of Incorporation, By-laws and corporate resolutions
related to this Agreement and the sale of its Shares, (ii) an incumbency
certificate and (iii) an opinion of its counsel; and
(e) the Company is paying to each Seller the Sale Price for
such Seller's Shares by Company check in the amount of such Sale Price.
2. Representations, Warranties and Acknowledgments of the Sellers.
(a) Each Seller hereby represents and warrants to the Company
that:
(i) Such Seller is the lawful and beneficial owner of its
Shares, and is transferring good title to its Shares to the Company,
free and clear of any pledges, liens, encumbrances, claims or other
charges of any kind, including, without limitation, any agreements,
commitments or rights of any character granted to any person, firm or
corporation;
(ii) No other party has any right, title, interest or claim
in or with reference to any of its Shares;
(iii) Such Seller has the right and power to execute this
Agreement and to sell, transfer and assign its Shares pursuant to
this Agreement; and
(iv) Xxxxx Xxxxxxxx, who is a shareholder and officer of such
Seller and has advised such Seller in connection with the sale of its
Shares, was until yesterday a director of the Company and is familiar
with the business of the Company; Xxxxx Xxxxxxxx has had the full
opportunity to make his own determination of the value of such
Seller's Shares, and has done so without relying on any expressions,
representations or statements of the Company; and Grosfeld and such
Seller have been represented by independent counsel who has advised
them with respect to this Agreement and the sale of such Seller's
Shares to the Company.
(b) Each Seller acknowledges and agrees that:
(i) From and after the date hereof it shall have no right to
vote its Shares for any purpose whatsoever, or to receive dividends
or other corporate distributions with
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respect to its Shares or have any other rights of a shareholder with
respect to its Shares; and
(ii) The Sale Price for such Seller's Shares is a fair and
equitable price for its Shares.
3. Representations and Warranties of Company
Company hereby represents and warrants to each Seller that:
(a) This Agreement, and the transactions herein contemplated, have
been approved by the Company's Board of Directors; and
(b) Neither the execution nor the performance by the Company of
this Agreement requires consent or approval of any governmental or regulatory
authority or any other person or entity and this Agreement does not conflict
with, violate or breach any provision of, or constitute a default under, the
Company's Articles of Incorporation or By-Laws or any document, agreement,
commitment or obligation to which the Company or any of its significant
subsidiaries is a party.
4. Miscellaneous.
4.1 Successor and Assigns. This Agreement is binding on and
inures to the benefit of and is enforceable by the parties to this Agreement
and their respective successors and assigns.
4.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
4.3 Entire Agreement; Amendment. This Agreement constitutes
the entire agreement and supersedes all prior agreements and understandings,
written or oral, among the parties with respect to the subject matter of this
Agreement and may not be modified or amended except by agreement in writing
signed by the party against whom enforcement is sought.
4.4 Counterparts. This Agreement may be executed in
counterparts, which together shall be deemed an original of this Agreement.
4.5 Interpretation. The captions and headings contained in
this Agreement are solely for convenience of reference and shall not affect
the interpretation of any provision of this Agreement.
4.6 Survival. The warranties and representations of Section 2
hereof shall survive the execution of this Agreement and the consummation of
the transaction contemplated hereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
FIELDSTONE ADVANTAGE COMPANY,
a Michigan corporation
By:
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Its:
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FLAGSTONE ADVANTAGE COMPANY,
a Michigan corporation
By:
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Its:
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PULTE CORPORATION,
a Michigan corporation
By:
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Its:
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The undersigned, the Grosfelds referred to in the foregoing
Agreement, as an inducement to Pulte Corporation to enter into such
Agreement, hereby jointly and severally guarantee to Pulte Corporation the
accuracy of each the representations, warranties and acknowledgments of the
Sellers set forth in Section 2 of such Agreement.
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Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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