STOCK PURCHASE AGREEMENT Exhibit 3
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 10, 1999
by and between XXXXXXX XXXXX XXXXXX INC., a corporation organized and existing
under the laws of the State of New York (the "Seller"), and GETRONICS
ACQUISITION, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns 63,913 Depositary Shares, CUSIP: 93369N 604
(the "Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series
B Cumulative Convertible Preferred Stock, par value $0.01 per share, of Wang
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"); and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, the Depositary Shares;
NOW, THEREFORE, IT IS AGREED:
1. Purchase of Depositary Shares. The Seller hereby agrees to sell to
the Purchaser, and the Purchaser hereby agrees to purchase from the Seller,
effective June 15, 1999 (the "Closing Date"), all of the Seller's right, title
and interest in and to the Depositary Shares. The aggregate purchase price for
the Depositary Shares shall be $3,518,410.65 (the "Purchase Price"), which shall
be payable as set forth in Section 2.
2. Purchase Price. In consideration for the sale to the Purchaser by
the Seller of the Depositary Shares, the Purchaser shall deliver the Purchase
Price on the Closing Date by wire transfer in immediately available funds to the
account set forth on Exhibit 1 attached hereto. The Depositary Shares shall be
transferred by or on behalf of the Seller to the Purchaser.
3. Representations and Warranties of the Seller. The Seller represents
and warrants to the Purchaser that: (i) the Seller owns the Depositary Shares
free and clear of all liens and encumbrances and, upon delivery of the
Depositary Shares in accordance with the terms of this Agreement, the Purchaser
will receive valid title thereto free and clear of all liens and encumbrances,
other than those liens and encumbrances created by or on behalf of the
Purchaser; (ii) the Seller is a corporation duly incorporated under the laws of
the State of New York; (iii) the Seller has the requisite power and authority to
enter into this Agreement and to perform its obligations hereunder; (iv) this
Agreement constitutes a valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors rights generally and general principles
of equity; and (v) neither the execution, delivery and performance of this
Agreement by the Seller nor the sale of the Depositary Shares by the Seller (a)
will violate the Seller's organizational documents or, to the best of the
Seller's knowledge, any law, rule, regulation or order of any court or
governmental authority with jurisdiction or oversight with respect to the Seller
or the Depositary Shares, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Seller is a party or (c)
will require the Seller to obtain any consent, authorization or approval from
any person or authority. The Seller makes no other representations or warranties
with respect to the transactions contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller that: (i) the Purchaser is a corporation
organized and existing under the laws of the State of Delaware, (ii) the
Purchaser has the requisite power and authority to enter into this Agreement and
to perform its obligations hereunder; (iii) this Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally and general principles of equity; and (iv)
neither the execution, delivery and performance of this Agreement by the
Purchaser nor the purchase of the Depositary Shares by the Purchaser (a) will
violate, to the best knowledge of the Purchaser, any law, rule, regulation or
order of any court or governmental authority with jurisdiction or oversight with
respect to the Purchaser, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Purchaser is a party or
(c) will require the Purchaser to obtain any consent, authorization or approval
from any person or authority. The Purchaser makes no other representations and
warranties with respect to the transactions contemplated by this Agreement.
5. Expenses. Each party shall be responsible for its own fees,
disbursements, costs and expenses incident to the performance of its obligations
hereunder. Notwithstanding the foregoing, the Purchaser shall bear the costs of
transfer, stamp or similar taxes or duties incident to the sale and delivery of
the Depositary Shares to the Purchaser contemplated hereby. The provisions of
this Section 5 shall survive the completion of the sale of the Depositary Shares
to the Purchaser contemplated hereby.
6. Binding Nature. This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall be binding on
the parties hereto and their respective successors and permitted assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
8. Amendments and Waivers. No amendment of any provision of this
Agreement shall be effective unless it is in writing and is signed by the Seller
and the Purchaser. No waiver of any provision of this Agreement shall be
effective unless it is in writing and is signed by the party against which
enforcement is sought, and any such waiver shall be effective only for the
specific instance and specific purpose it is given and shall not constitute a
commitment to grant any other, further or continuing waiver.
9. Cumulative Remedies. The rights and remedies of the parties hereto
are deemed to be cumulative, and not exclusive, and may be exercised singly,
severally or jointly. No delay in exercising any right or remedy hereunder shall
constitute a waiver of such right or remedy.
10. Severability. If any one or more of the provisions contained in
this Agreement shall be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not in any way
be impaired.
11. Survival. All of the agreements, representations and warranties of
the parties hereto shall survive the execution and delivery of this Agreement.
12. Notices. All notices, demands or other communications to be given
or delivered under or pursuant to this Agreement shall be in writing and shall
be deemed to have been given (a) upon receipt, when delivered personally to the
recipient, (b) one day after being sent to the recipient by a reputable
overnight courier service (charges prepaid), when delivered by a reputable
overnight courier service or (c) when delivered by mail, five days after being
sent postage prepaid. Such notices, demands and other communication shall be
sent to each party hereto at the respective addresses indicated below such
party's signature or to such other address as the party has specified by prior
written notice to the other parties hereto.
13. Entire Agreement. This Agreement embodies the final, entire
agreement among the Seller and the Purchaser with respect to the subject matter
hereof and supersedes all prior agreements, representations and understandings,
whether written or oral, relating to this Agreement, and may not be contradicted
or varied by evidence of prior, contemporaneous or subsequent oral agreements or
discussions.
14. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give any
person or entity, other than the parties hereto and such successors and
permitted assigns, any legal or equitable rights hereunder.
15. Descriptive Headings. The headings and captions used in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York applicable to
agreements executed and to be performed solely within such State.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed by their respective duly
authorized officers, in any event as of the date first above written.
XXXXXXX XXXXX XXXXXX INC.
By:/s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
Address: 000 Xxxxxxxxx Xxxxxx
0xx Xxxxx - Xxxx
Xxx Xxxx, XX 00000
GETRONICS ACQUISITION, INC.
By:/s/ C.G. van Luijk
--------------------------------
Name: C.G. van Luijk
Title: President
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
EXHIBIT 1
WIRE TRANSFER INSTRUCTIONS
Chase Manhattan Bank NYC
ABA#: 021 000 021
FBO: Xxxxxxx Xxxxx Xxxxxx Inc.
A/C#: 066-198038
For Further Credit to: A/C# 002-86037-1-0-099
