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EXHIBIT 10.54
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement"), is made and entered
into as of the _____ day of March, 2001, by and among Pinnacle Towers, Inc., a
Delaware corporation, (the "Buyer"), and Xxxxxx X. Xxxxxx and Xxxxxx X. Day (the
"Sellers") and is made in reference to the following facts:
R E C I T A L S:
A. Each of the Sellers owns one hundred (100) shares (the
"Stock") of the issued and outstanding shares of the voting common stock of
PINNACLE TOWERS IV, INC. (the "Corporation").
B. Each of the Sellers desires to sell, and Buyer desires to
purchase, the Stock on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Purchase and Sale and Transfer of Stock. The Sellers hereby
agree to sell, transfer, convey and deliver to the Buyer, and the Buyer hereby
agrees to purchase and accept delivery of, all of the Stock owned by each of
them.
2. Purchase Price, Payment and Security. The purchase price (the
"Purchase Price") to be paid by the Buyer to each of the Sellers for all of the
Stock owned by each of them is One Thousand Dollars ($ 1,000.00).
3. Closing. The closing (the "Closing") of the transactions
contemplated hereby will occur at a time on or before March 30, 2001, and at a
place, mutually acceptable to the parties. At the Closing, the following will
occur:
a. Buyer shall deliver to each Seller a check in the
amount of the Purchase Price; and
b. Each Seller shall deliver to Buyer a certificate or
certificates representing the Stock, registered in the name of Seller,
duly endorsed by the Seller for transfer to the Buyer or accompanied by
an irrevocable stock power duly executed by the Seller.
4. Conditions Precedent. The consummation of the transactions
contemplated hereby are subject to the satisfaction of the following conditions
precedent:
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a. The approval of this Agreement and the transactions
contemplated hereby by the Board of Directors of Pinnacle Holdings Inc.;
b. The approval of this Agreement by the Board of
Directors of Buyer; and
c. The timely filing with the Internal Revenue Service
of a valid election that the Corporation, effective as of January 1, 2001, be
treated as a taxable REIT subsidiary as described in Section 856(l) of the
Internal Revenue Code of 1986, as amended.
5. Mutual Representations and Warranties. In order to induce the
other party to enter into this Agreement and consummate the transactions
contemplated hereby, each Seller represents and warrants to the Buyer, and the
Buyer represents and warrants to each Seller, as of the date hereof and as of
the time of Closing that:
a. Each party has complied with all provisions of
applicable law in connection with this Agreement and has full power and
authority under applicable law to execute, deliver and perform this Agreement
and any and all agreements, certificates, documents and instruments contemplated
by this Agreement.
b. This Agreement constitutes the legal, valid and
binding obligation of each party and is enforceable against such party in
accordance with its terms. Each and every one of the agreements, certificates,
documents and instruments which shall now or hereafter be executed by each party
and delivered to any other party in connection with this Agreement, is and will
constitute the legal, valid and binding obligation of such party and will be
enforceable against such party in accordance with its respective terms.
c. The execution and delivery of this Agreement and each
certificate, document and/or instrument which shall now or hereafter be executed
by each party and delivered to any other party in connection with this Agreement
and the consummation of the transactions contemplated herein will not result in
a breach or violation of, or a default under any agreement to which such party
is a party or by which any such party or any of such party's property may be
bound, or any statute, regulation, order or other law to which any such party is
subject.
d. No party has any obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement for which any party hereto could become liable or
obligated.
6. Representations and Warranties of the Seller. In order to
induce the Buyer to enter into this Agreement and to perform his obligations
hereunder, each Seller hereby represents and warrants to the Buyer as of the
date hereof and as of the time of Closing as follows:
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a. The Stock is owned of record and beneficially by the
Seller alone, free and clear of any and all liens, claims and encumbrances of
any kind whatsoever, except for the pledge thereof to Bank of America, N.A.
which will be released in connection with the Closing. At the Closing, the
transfer by the Seller of the Stock will convey to Buyer valid and marketable
title to the Stock, free and clear of any and all liens, claims and
encumbrances.
b. The Seller has been furnished or otherwise obtained
all information necessary to enable Seller to evaluate the merits of the sale of
the Stock.
7. Covenants. Each Seller covenants and agrees as follows with
respect to the period between the execution of this Agreement and the Closing:
a. The Seller will not engage in any practice or take
any action inconsistent with the continuation of the ordinary course of business
of the Corporation.
b. The Seller will not seek to remove the Stock from the
existing pledge thereof to Bank of America Texas, N.A. except in furtherance of
the consummation of sale of the Stock to Buyer in accordance with this
Agreement, and will not otherwise pledge, encumber or hypothecate such Stock or
permit any liens to attach thereto. The Seller agrees to take all such actions
necessary or convenient to cause the release of the Stock from the pledge to
Bank of America Texas, N.A. in furtherance of the consummation of this
Agreement.
8. Miscellaneous.
a. Governing law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.
b. Recitals. The parties acknowledge that the Recitals
hereto are true and correct and they are by this reference incorporated into
this Agreement.
c. Notices. Any notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or when
deposited in the United States mail, by registered or certified mail, postage
prepaid, return receipt requested, as follows:
If to the Buyer: Pinnacle Towers, Inc.
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxx, Treasurer
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If to a Seller: Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Xxxxxx X. Day
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
or to such other address as the party hereto may from time to time give written
notice of, in accordance with this Section 8, to the others.
d. Entire Agreement. This Agreement constitutes the
entire agreement among the parties hereto and supersedes all prior agreements,
understandings, negotiations and discussions, both written and oral, among the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified in any way except by a written instrument executed by all
of the parties hereto.
e. Benefits; Binding Effect. This Agreement shall be for
the benefit of and binding upon the parties hereto, their respective heirs,
personal representatives, legal representatives, successors and assigns.
f. No Waiver. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall any such waiver constitute a
continuing waiver unless otherwise expressly so provided.
g. No Third Party Beneficiary. Nothing expressed or
implied in this Agreement is intended, or shall be construed, to confer upon or
give any person, firm, corporation, partnership, association or other entity,
other than the parties hereto and persons and entities whose name appears in
this Agreement and their respective heirs, personal representatives, legal
representatives, successors and assigns, any rights or remedies under or by
reason of this Agreement.
h. Severability. The invalidity of any one or more of
the words, phrases, sentences, clauses, sections or subsections contained in
this Agreement shall not affect the enforceability of the remaining portions of
this Agreement or any part hereof, all of which are inserted conditionally on
their being valid in law, and, in the event that any one or more of the words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
section or sections, or subsection or subsections had not be inserted.
i. Expenses. All legal, accounting and other costs and
expenses incurred in connection with this Agreement and any of the transactions
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contemplated hereby shall be borne and paid by the party incurring such costs
and expenses, and no party shall be obligated for any cost or expense incurred
by any other party.
j. No Brokerage. The Buyer and the Seller hereby
severally declare that no broker or finder has been employed by any of them,
that all negotiations relative to this Agreement have been carried on directly
between them without the intervention of any person other than counsel to the
respective parties hereto and that no person or entity is entitled to any
brokerage or finder's fee with respect to this Agreement or any transaction
contemplated by this Agreement.
k. Section Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any provisions of this Agreement.
l. Counterparts. This Agreement may be executed in any
number of counterparts and by the several parties hereto in separate
counterparts, each of which shall be deemed to be one and the same instrument.
m. Further Assurances. Each of the parties hereto agrees
to cooperate with each other party in good faith to carry out the purpose and
intent of this Agreement, and from time to time upon reasonable request, will
execute and deliver such other instruments of assignment, transfer and
conveyance and take such other actions as may be reasonably required to more
effectively carry out the purpose and intent of this Agreement and effect the
transactions contemplated hereby.
n. Survival. All the representations, warranties,
covenants and agreements of the parties contained in this Agreement shall
survive the closing hereunder, and continue in full force and effect forever
thereafter, subject to any applicable statute of limitations.
o. Attorney's Fees. If any legal action, arbitration or
other proceedings is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the prevailing party or parties shall
be entitled to recover reasonable attorneys' fees and other costs incurred with
that action or proceeding, in addition to any other relief to which any of them
may be entitled, including attorneys' fees and costs in any appellate
proceeding.
p. Construction. Neither this Agreement nor any related
document shall be construed more strongly against any party regardless of who
was responsible for its preparation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
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SELLERS: BUYER:
PINNACLE TOWERS, INC.
-------------------------------- By
Xxxxxx X. Xxxxxx --------------------------------
Name:
---------------------------
Title:
--------------------------
--------------------------------
Xxxxxx X. Day
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