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EXHIBIT 10(Z)
DEFINITIVE
STOCK PURCHASE AGREEMENT
The undersigned, Team, Inc., a Texas corporation ("Team"), and Houston
Post Oak Partners, Ltd., a Texas limited partnership ("Partnership"), enter into
this Stock Purchase Agreement to be effective as of this the 19th day of June,
1998 ("Effective Date").
WHEREAS, Team and the Partnership (collectively the "Parties") entered
into a binding letter agreement (the "Letter Agreement") effective May 22, 1998
pursuant to which Team agreed to sell to the Partnership and the Partnership
agreed to purchase from Team 1,200,000 shares (herein the "Team Stock") of the
common stock, $.30 par value, of Team for an aggregate purchase price of
$3,300,000 to be paid in full at the closing ("Closing") of the purchase and
sale of the Team Stock (herein the "Transaction"); and,
WHEREAS, the Letter Agreement provides, among other things, that the
Parties will enter into a Definitive Agreement with respect to the Transaction
on or before June 12, 1998, which will: (i) contain representations and
warranties which are customary to transactions of this sort, (ii) contain such
covenants as the parties may agree upon, and (iii) provide that the Transaction
will close on or before June 22, 1998; and,
WHEREAS, the Parties hereby enter into this agreement ("Definitive
Agreement") in accordance with the provisions of the Letter Agreement for the
purpose of setting forth more fully their understandings with respect to the
Transaction;
NOW, THEREFORE, in consideration of the recitals, the mutual promises
of the parties and other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
1. PURCHASE AND SALE OF TEAM STOCK - THE CLOSING. Subject to the
satisfaction of the conditions contained in paragraph 5 below, at the Closing
the Partnership shall purchase and Team shall sell the Team Stock for the
aggregate amount of $3,300,000 (the "Purchase Price"), all of which shall be
paid in full at the Closing. The Closing shall take place at 10:00 a.m. local
time on June 22, 1998 (the "Closing Date") at Suite 1400, Two Xxxxx Center, 0000
Xxxxx Xxxxxx, Xxxxxxx, Xxxxx or at such other time and place as the Parties
shall mutually agree. At the Closing,
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the Partnership shall deliver to Team its payment for the entire Purchase Price,
and Team shall deliver to the Partnership a Certificate for the Team Stock, and
each Party shall deliver to the other such Party's certificate to the effect
that such Party's representations and warranties contained herein are true and
correct as of the Closing Date.
2. TEAM'S REPRESENTATIONS AND WARRANTIES. Team hereby represents and
warrants to the Partnership as follows:
(a) Team has full power and authority to execute and deliver this
Definitive Agreement and to perform its obligations hereunder. This Definitive
Agreement constitutes the valid and legally binding obligation of Team,
enforceable in accordance with its terms and conditions. The Team Stock, when
issued, shall be validly issued, fully paid and non-assessable;
(b) Team's most recent Form 10-K Report to the Securities Exchange
Commission ("SEC"), its most recent Proxy Statement, and all reports filed by
Team with the SEC since its most recent Form 10-K are true and correct in all
material respects as of the date hereof; and,
(c) Attached hereto is a true and correct copy of a fairness opinion
received by Team from The GulfStar Group.
3. PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES. The Partnership
represents and warrants to Team as follows:
(a) The members of the Partnership shall on the Closing Date all be
"accredited investors" as such term is used in Regulation D of the Securities
Act of 1933, as amended (the "Act") or, with respect to those who are members of
the Partnership but who are not "accredited investors," such persons (i) are of
significant means, (ii) are sophisticated and have such knowledge and experience
as is necessary to enable such persons to evaluate the merits and risks of an
investment in the Team Stock, (iii) have had the opportunity to ask questions of
and receive answers concerning Team and the Partnership's investment in Team
Stock, (iv) have had the opportunity to discuss with, ask questions of, and
receive answers from Xxxxx X. Xxxxxx concerning Team and the Partnership's
investment in Team Stock, and (v) are able to bear the economic risk of an
investment in the Team Stock for an indefinite period.
(b) Xxxxx X. Xxxxxx is the sole managing general partner of
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the Partnership and it is his intention to remain in that capacity throughout
the term of the Partnership's legal existence;
(c) The Partnership is acquiring the Team Stock for investment and not
with a view to the distribution thereof; and,
(d) The Partnership has been represented by independent counsel in
connection with this Definitive Agreement and the Transaction.
4. REGISTRATION RIGHTS.
(a) Until the Team Stock is transferrable pursuant to Rule 144 under
the Act without the volume limitations set forth in such rule, Partnership shall
have the right to include its Team Stock in any registration statement filed by
Team; provided, however, that if any such registration statement is an
underwritten public offering, the right of the Partnership to include such Team
Stock in such registration statement shall be conditioned upon Partnership's
entering into such reasonable underwriting arrangements as Team and the
underwriters shall make regarding the offering, including limiting the number of
shares which may be sold in such offering if the underwriters deem such a
limitation advisable, and provided further that, if such limitation is imposed,
Team shall then reduce the number of shares of Team Stock being registered by
the Partnership on a pro rata basis with other holders of similar registration
rights. The Partnership shall pay its pro rata portion of the out-of-pocket
selling expenses in connection with the piggy-back rights exercised pursuant to
this paragraph 4(a).
(b) Partnership may at any time after the eighteenth (18th) month
following the Closing Date make a one-time demand upon Team to file within 90
days after such written demand is made a shelf registration statement with the
SEC covering the resale of the shares of Team Stock owned by the Partnership.
The right to make such demand for registration is referred to herein as the
"Demand Registration". Team shall use its reasonable best efforts to cause such
registration statement to become effective as soon as practicable after the
filing thereof. Team can defer the registration for an additional 90 days if the
Team Board of Directors determines that such deferral would be in Team's best
interest. Team agrees to take all reasonable steps necessary to keep the
registration statement effective until the lesser of (A)
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two years after the effective date of the shelf registration or (B) until the
shares of Team Stock covered by such registration statement are transferrable
pursuant to Rule 144 under the Act without the volume limitations set forth in
such rule. The Partnership shall pay for all reasonable out-of-pocket expenses
incurred in connection with any Demand Registration pursuant to this paragraph
4(b).
5. CONDITIONS TO OBLIGATIONS OF PARTIES TO CLOSE. In addition to the
requirement that the deliveries contained in paragraph 1 above be made at the
Closing, it shall be a condition of the duty of each Party to close the
Transaction that no legal or governmental action shall have been instituted as
of the Closing Date which shall cause either Party to reasonably conclude that
the Transaction should not be consummated. In addition, if one or more of the
representations, warranties and/or covenants contained in this Definitive
Agreement are determined by a non-breaching Party prior to the Closing to have
been breached ("Breached Warranty"), the non-breaching Party may, at such
Party's election, waive such Breached Warranty and close the Transaction in
accordance with this Definitive Agreement, or such non-breaching Party may
terminate this Definitive Agreement and, in such event, the Parties hereto shall
have no further liability under this Definitive Agreement.
6. CONFIDENTIALITY. Each Party agrees to keep the terms of this
Definitive Agreement confidential except to the extent that such Party shall be
required by law to make disclosure hereof.
7. ENTIRE AGREEMENT. This Definitive Agreement sets forth the full
agreement of the Parties and supersedes all other Agreements of the Parties
including, without limitation, the Letter Agreement.
8. APPLICABLE LAWS. This Definitive Agreement shall be construed and
enforceable under the laws of the State of Texas.
In witness whereof the Parties have signed this Definitive Agreement as
of the date first above written.
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TEAM, INC.
By /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx,
Chairman
HOUSTON POST OAK PARTNERS,
LTD.
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx,
Managing General Partner
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