STOCK REPURCHASE AGREEMENT
Exhibit
10.14
This STOCK REPURCHASE AGREEMENT (this
“Agreement”) dated as of
the [__] day of [________], 2009, between Artio Global Investors Inc., a
Delaware corporation (the “Company”), and Xxxxxx Xxxx
Holding Ltd., a company organized under the laws of Switzerland (the “Stockholder”).
W
I T N E S S E T H :
WHEREAS, the Company will
issue shares of its Class C common stock, par value $0.01 per share (the “Class C Stock”), to the
Stockholder immediately prior to the initial public offering of shares of Class
A common stock, par value $0.001 per share, of the Company (the “IPO”); and
WHEREAS, the Company wishes to
use the net proceeds received by it from the IPO and available cash to redeem
the number of shares of its Class C Stock held by the Stockholder set forth
in Schedule A hereto (the “Redeemed Shares”), and the
Stockholder wishes to sell the Redeemed Shares to the Company on and subject to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in
consideration of the premises and covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties agree as
follows:
1. Sale and Redemption of the
Redeemed Shares. Immediately after the completion of the IPO,
(a) the Stockholder shall convey, assign and transfer to the Company, and the
Company shall redeem from the Stockholder, all the Stockholder’s right, title
and interest in and to the Redeemed Shares but excluding the right to receive
any accrued but unpaid dividends with respect to the Redeemed Shares and (b) in
consideration for the Redeemed Shares, the Company shall pay to the Stockholder
an aggregate cash redemption price of $[___________] (the “Redemption Price”) which shall
be paid in immediately available funds to the account set forth under the
Stockholder’s signature on the signature page hereto.1
2. Share Certificates.
Upon payment of the Redemption Price, the Stockholder will deliver to the
Company any and all share certificates representing the Redeemed Shares, with
accompanying stock powers executed in blank or other evidence of transfer
reasonably satisfactory to the Company.
1 Price to be set to ensure
that Xxxxxx Xxxx and the Company each bear the agreed upon portion of the
underwriting expenses.
3. Representations and
Warranties of the Stockholder. The Stockholder hereby represents and
warrants to the Company as follows:
(a) The
Redeemed Shares are being transferred to the Company free and clear of any and
all liens, charges, security interests, options, claims, mortgages, pledges,
proxies, voting trusts or agreements, obligations, understandings or
arrangements or other restrictions on title or transfer of any nature
whatsoever; and
(b) The
Stockholder has all requisite corporate power and authority to execute and
deliver this Agreement, to perform fully its obligations hereunder and to
consummate the transactions contemplated hereby.
4. Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of
this Agreement, or the application thereof to any person or entity or any
circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a
suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of such provision to other persons, entities or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
5. Counterparts. This
Agreement may be executed (including by facsimile transmission) with counterpart
pages or in one or more counterparts, each of which shall be deemed an original
and all of which shall, taken together, be considered one and the same
agreement, it being understood that both parties need not sign the same
counterpart.
6. Governing
Law. This Agreement shall be governed by, construed and
enforced in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
7. Consent to
Jurisdiction. The parties hereto agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in the Borough
of Manhattan, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably
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consents
to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. Process in any such suit,
action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court.
8. WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9. Assignment. Neither
this Agreement nor any of the rights or obligations hereunder shall be assigned
by any party hereto without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and permitted assigns.
10.
Entire
Agreement. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes all prior and
contemporaneous agreements and understandings, both oral and written, among the
parties hereto with respect to the subject matter hereof.
11.
Amendment;
Waiver. No provision of this Agreement may be amended unless
such amendment is approved in writing by the parties hereto. No
provision of this Agreement may be waived unless such waiver is in writing and
signed by the party against whom the waiver is to be effective.
[signature page
follows]
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IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed and delivered, all as of the date
first set forth above.
ARTIO GLOBAL INVESTORS INC. | ||||
By:
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Name:
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Title:
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By:
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Name:
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Title:
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XXXXXX
XXXX HOLDING LTD.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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Schedule
A
Redeemed
Shares
Number
of Redeemed Shares if the Underwriters do not exercise their option to
purchase Optional Shares pursuant to the
Underwriting
Agreement1
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Number
of Redeemed Shares
if
the Underwriters exercise their option to purchase Optional Shares
pursuant to the
Underwriting
Agreement
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[____]
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[____]
plus the number
of Optional Shares purchased by the
Underwriters
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1 “Underwriting
Agreement” means the Underwriting Agreement entered into in connection
with the IPO between the Company and Xxxxxxx, Xxxxx & Co., Inc., as
representative of the Underwriters named therein, as the same may be amended
from time to time. Capitalized terms used but not defined in this
Schedule A shall have the meanings ascribed thereto in the Underwriting
Agreement.