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EXHIBIT 99(c)
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
the 23rd day of July, 2001, by and among EXX INC., a Nevada corporation (the
"Buyer"), and _____________________ (the "Seller").
RECITALS
WHEREAS, the Buyer desires to purchase from the Seller, and the Seller
desires to sell to the Buyer, _________________________________________
(________) shares of Common Stock (the "Shares"), $1.00 par value, of Newcor,
Inc., a Delaware corporation ("Newcor"); and
WHEREAS, the parties desire to confirm the terms and conditions of the
purchase and sale of the Shares as provided below.
NOW, THEREFORE, in consideration of the premises, the covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:
1. Purchase and Sale. Upon the terms and subject to the conditions of
this Agreement, at the Closing (as hereinafter defined), the Seller shall sell,
assign and transfer the Shares to the Buyer in exchange for the sum of
___________________________________ ($_________) (the "Purchase Price").
2. Closing. The actual conveyance, assignment and transfer of the
Shares to the Buyer (the "Closing") shall take place on July 23, 2001, or such
other date as the parties mutually may designate (the "Closing Date").
3. Buyer's Representations and Warranties. The Buyer hereby represents
and warrants to the Seller on the date of this Agreement as follows:
(a) Authorization. The Buyer is duly organized and in good standing
as a corporation under the laws of the State of Nevada. The Buyer has the right,
power and authority to enter into this Agreement, and otherwise to comply with,
and perform the Buyer's obligations under, this Agreement. This Agreement
constitutes the valid and binding agreement of the Buyer that is enforceable
against the Buyer in accordance with its terms.
(b) Absence of Violations or Conflicts. The execution and delivery
of this Agreement by the Buyer and the consummation of the transactions
contemplated by this Agreement do not and will not with the passage of time or
giving of notice or both, constitute a violation of, be in conflict with, or
require any consent under (i) any contract, agreement, commitment, undertaking
or understanding to which the Buyer is a party or to which the Buyer or any of
the Buyer's properties are subject or bound, (ii) any judgment, decree or order
of any governmental authority to which the Buyer or any of the Buyer's
properties are subject or bound,
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or (iii) any applicable law.
(c) Litigation. There are no claims, causes of action or litigation
or administrative proceedings pending or, to the Buyer's knowledge, threatened
with respect to this Agreement.
(d) Investment Representations.
(i) The Shares acquired by the Buyer hereunder will be acquired
for investment for the Buyer's own account, not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and the Buyer has
no present intention of selling, granting participation in, or otherwise
distributing the same. The Buyer does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer, or grant
participations to such person or to any third person, with respect to any of the
Shares.
(ii) The Buyer is able to fend for himself in the transactions
contemplated by this Agreement, has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of his
investment and has the ability to bear the economic risks of his investment. The
Buyer is not relying on any representations or warranties made by the Seller
with respect to the Shares or the performance of the Company.
(iii) The Buyer understands that the Shares may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act of 1933, as amended (the "1933 Act") or an exemption therefrom, and that in
the absence of an effective registration statement covering the Shares or an
available exemption from registration under the 1933 Act, the Shares must be
held indefinitely.
4. Seller's Representations and Warranties. The Seller hereby
represents and warrants to the Buyer on the date of this Agreement as follows:
(a) Status of Shares. The Seller has good and marketable title to
the Shares free and clear of all liens, encumbrances, charges or other
restrictions on title, either contractual or otherwise, except those
restrictions imposed by applicable securities laws.
(b) Authorization. The Seller has the right, power and authority to
enter into this Agreement, and otherwise to comply with, and perform the
Seller's obligations under, this Agreement. This Agreement constitutes the valid
and binding agreement of the Seller that is enforceable against the Seller in
accordance with its terms.
(c) Absence of Violations or Conflicts. The execution and delivery
of this Agreement by the Seller and the consummation of the transactions
contemplated by this Agreement do not and will not with the passage of time or
giving of notice or both, constitute a violation of, be in conflict with, or
require any consent under (i) any contract, agreement, commitment, undertaking
or understanding to which the Seller or Newcor is a party or to which the Seller
or Newcor or any of the Seller's or Newcor's properties are subject or bound,
(ii) any
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judgment, decree or order of any governmental authority to which the Seller or
Newcor or any of the Seller's or Newcor's properties are subject or bound, or
(iii) any applicable law.
(d) Litigation. Except as disclosed to the Buyer, there are no
claims, causes of action or litigation or administrative proceedings pending or,
to the Seller's knowledge, threatened with respect to this Agreement or the
Shares.
5. Actions to be Taken at Closing.
(a) Actions to be taken at Closing by the Buyer. At the Closing, in
accordance with the terms of the escrow letter dated July 23, 2001 (the "Escrow
Letter"), the Buyer shall deposit the Purchase Price with the Escrow Agent (as
defined in the Escrow Letter). Upon receipt of the stock certificate(s)
representing the Shares, duly endorsed for transfer to the Buyer, or upon
confirmation of book entry transfer of the Shares to the Buyer's account at
Xxxxxxx Xxxxx in accordance with Section 5(b)(i), the Buyer shall promptly
instruct the Escrow Agent to deliver the Purchase Price to the Seller in
accordance with the terms and conditions of the Escrow Letter.
(b) Actions to be taken at Closing by the Seller. At the Closing,
the Seller shall:
(i) Deliver to the Buyer stock certificate(s) representing the
Shares, duly endorsed by the Seller for transfer to the Buyer, or cause the
transfer of the Shares to the Buyer by book entry transfer to the Buyer's
account at Xxxxxxx Xxxxx. Book entry transfer to the Buyer's account at Xxxxxxx
Xxxxx may be made to the account name of EXX INC., account number 852-07486, DTC
number 5198, attention: Xxxx Xxxxxxx, at Xxxxxxx Xxxxx, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone number (000) 000-0000, facsimile
number (000) 000-0000; and
(ii) Deliver to Newcor the Seller's resignation from the Board
of Directors of Newcor effective on the Closing Date.
6. Noncompetition. For a period of two (2) years from the date of this
Agreement, the Seller shall not participate in the ownership, management,
operation or control of, or be employed by, any business which competes with
Newcor or provides services in lines of business that are currently provided by
Newcor on the date of this Agreement. The Seller agrees that the covenant set
forth in this Section is reasonable with respect to duration, geographic area
and scope. In the event that any of the provisions of this Section are finally
determined by any court of competent jurisdiction to be void or unenforceable,
this Agreement will be deemed to be automatically modified so as to eliminate
from this Section the unenforceable constraint or its application in any manner
in which it was found to be unenforceable and, except as so modified, this
Agreement will remain in full force and effect. Notwithstanding the foregoing,
this Section shall not prohibit the Seller from owning less than 5% of the
outstanding stock of a publicly-traded corporation.
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7. Confidentiality. The Seller acknowledges that he has had access to
confidential trade secrets, information, observations, records, customer lists,
data, drawings, writings or other materials owned by Newcor. The Seller agrees
that, for a period of two (2) years from the date of this Agreement, he will not
directly or indirectly disclose to others or use for his own benefit or for the
benefit of others any of the foregoing information, except for the benefit of
Newcor. The provisions of this Section will not: (i) apply to the operation of
Newcor or its business to the extent that the Seller acquires information from
parties other than Newcor; or (ii) apply to any information, matter or thing
that is in the public domain or that has been disclosed to others by Newcor or
its employees or agents.
8. Indemnification. Subject to the provisions of applicable law, the
Buyer agrees to indemnify the Seller and hold the Seller harmless against and in
respect of any and all demands, claims, actions or causes of action, loss,
liability, cost, expense or damages (collectively, "Losses") incurred by the
Seller incident to, arising in connection with or resulting from the
transactions contemplated hereby, provided, however, such indemnification shall
not extend to Losses which relate primarily to the Seller's: (a) gross
negligence; (b) willful misconduct; or (c) breach of this Agreement. The Buyer
will cause Newcor to continue to provide director's and officer's insurance
covering the Seller on substantially the same terms as is in place on the date
of this Agreement as long as such insurance continues to be available to Newcor
in the market on substantially the same terms as is currently available to
Newcor.
9. Survival. The terms, covenants, representations and warranties
contained in this Agreement shall survive the closing of the transactions
contemplated by this Agreement without limitation.
10. Binding on Successors and Assigns. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by and against the parties
hereto and their respective successors and assigns in accordance with the terms
hereof.
11. Governing Law. This Agreement shall be governed by and construed
and interpreted according to the laws of the State of Delaware, determined
without reference to conflict of law principles.
12. Cooperation. Each party hereby agrees to take such further actions
and to execute such additional documents as any other party may reasonably
request in order to consummate the transactions contemplated by this Agreement.
13. Miscellaneous. This Agreement may be amended or modified in whole
or in part only by an agreement in writing executed by all parties hereto and
making specific reference to this Agreement. All prior negotiations and
agreements among the parties hereto are superseded by this Agreement, except
that this Agreement shall not supersede the agreement between Newcor and the
Buyer dated February 14, 2001 as amended, and there are no representations,
warranties, understandings or agreements other than those expressly set forth
herein, except as modified in writing concurrently herewith or subsequent
hereto. This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one instrument.
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In the event that any one or more of the provisions contained in this Agreement
or any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions of
this Agreement and any other application thereof shall not in any way be
affected or impaired thereby; provided, however, that to the extent permitted by
applicable law, any invalid, illegal, or unenforceable provision may be
considered for the purpose of determining the intent of the parties in
connection with the other provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
BUYER:
EXX INC.
By:
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Xxxxx X. Xxxxx, Chairman
SELLER:
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