EXHIBIT 99.2
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT is dated this 24th day of March, 2005
(the "Agreement"), by and among Xxxxxx X. Xxxxxxxxxx ("Seller") and The Buckle,
Inc., a Nebraska corporation (the "Company").
WITNESSETH:
WHEREAS, Seller currently owns an aggregate of 12,900,000 shares of
the Common Stock of the Company; and
WHEREAS, Seller desires to sell 3,000,000 shares (the "Shares") to the
Company and the Company desires to purchase the Shares from Seller.
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement, the parties hereto agree as follows:
1. INCORPORATION OF RECITALS. The foregoing recitals are specifically
incorporated in this Agreement by this reference.
2. PURCHASE AND SALE OF THE SHARES. Subject to the terms of this
Agreement, Seller agrees to sell to the Company, and the Company agrees to
purchase from Seller, a total of 3,000,000 Shares.
3. PURCHASE CONSIDERATION. The purchase price for the Shares (the
"Purchase Price") shall be $28.00 per share in cash, or an aggregate purchase
price to Seller of $84,000,000.
4. CLOSING.
(a) The consummation of the transactions contemplated under
this Agreement (the "Closing") shall occur at the offices of the
Company contemporaneously with the execution of this Agreement (the
"Closing Date"), unless otherwise agreed to by the parties.
(b) At the Closing, the Seller will deliver to the Company a
certificate or certificates representing 3,000,000 Shares of the
Common Stock of the Company, with certificates duly endorsed, or with
stock powers attached, transferring the Shares to the Company. The
Company will pay to Seller the Purchase Price for Seller's Shares as
follows: The Company shall pay to the Seller on the Closing Date not
less than $40,000,000 in cash, by check or wire transfer, as requested
by Seller; the balance of the Purchase Price shall be payable in cash
in one lump sum payment of $44,000,000 as soon as practicable;
provided, that the Purchase Price shall be paid in full no later than
April 1, 2005.
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller hereby
represents and warrants to the Company as follows:
(a) Seller is the legal owner of the Shares to be sold
above;
(b) Seller holds or, as of the Closing will hold, his Shares
free and clear of all liens, pledges, encumbrances and adverse claims;
(c) Seller is duly authorized to enter into the Agreement
and to sell the Shares, and this Agreement is a legal, valid and
binding agreement of Seller, enforceable in accordance with its terms;
(d) The execution, delivery and performance of this
Agreement does not and will not constitute a breach or violation of,
or a default under, any agreement binding upon any Seller, and does
not require any consent or approval of any third party; and
(e) Upon the delivery to the Company of the certificates for
the Shares, properly endorsed or with appropriate stock powers
sufficient for transfer of the Shares to the Company, the Company will
have acquired good and valid title thereto, free and clear of all
liens, pledges, encumbrances and adverse claims.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Seller as follows:
(a) The Company has been duly organized and is validly
existing under the laws of the State of Nebraska. The Company has the
full corporate power and authority to execute, deliver and perform its
obligations under this Agreement;
(b) This Agreement and the transactions contemplated hereby
have been authorized by the Company by all necessary corporate action
of the Company, and this Agreement is a legal, valid and binding
agreement of the Company, enforceable in accordance with its terms;
and
(c) The execution, delivery and performance of this
Agreement does not and will not constitute a breach or violation of,
or a default under, the Company's Articles of Incorporation and
By-Laws, or require any consent or approval of any third party, except
such consents or approvals as shall have been obtained on or before
the Closing Date.
7. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligations of the
Company to complete the Closing are contingent upon the occurrence of each of
the following events:
(a) Certificates for all of the Shares, together with all
appropriate endorsements, stock powers, assurances and such other
documents as the Company may reasonably request, in a form reasonably
satisfactory to the Company, must be delivered to the Company at the
Closing;
(b) Each of the representations and warranties of the Seller
in Section 5 above shall be true and correct on the Closing Date with
the same effect as though all such representations and warranties had
been made on the Closing Date; and
8. CONDITIONS TO THE SELLER'S OBLIGATIONS.
(a) The Purchase Price shall have been delivered to the
Seller in the form and manner described in Section 4 above;
(b) Each of the representations and warranties of the
Company set forth in Section 5 above shall be true on the Closing Date
with the same effect as though all such representations and warranties
had been made on the Closing Date; and
9. NOTICES. All notices and other communications given under this
Agreement shall be in writing and shall be deemed given (a) on the date of
delivery, if delivered personally, (b) on the
date of transmission, if sent via facsimile transmission to the number given
below, and telephonic confirmation of receipt is obtained promptly after
completion of transmission, (c) on the date after delivery to a reputable
nationally recognized overnight courier service, or (d) three days after being
mailed by registered or certified mail (return receipt requested) to the parties
at the following addresses (or such other address for a party as shall be
specified by like notice):
(i) if to the Company: The Buckle, Inc.
P. O. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx
(ii) if to Seller: Xxxxxx X. Xxxxxxxxxx
c/o The Buckle, Inc.
P. O. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Such addresses may be changed, from time to time, by means of a notice given in
the manner provided in this Section (provided that no such notice shall be
effective until it is received by the other parties hereto).
10. MISCELLANEOUS.
(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(b) The parties to this Agreement shall each bear their own expenses
incurred in connection with this Agreement.
(c) The representations and warranties contained in Sections 5 and 6
hereof shall survive the Closing for so long as any statute of limitations
applicable to the matters addressed by such representations and warranties
remains open, in whole or in part, including without limitation by reason of
waiver of such statute of limitations.
(d) The construction, interpretation and validity of this Agreement
shall be governed by and determined in accordance with the laws of the State of
Nebraska, without regard to the conflict of law principles thereof.
(e) Each of the parties hereto and their respective agents, attorneys
and advisors will maintain the confidentiality of all information provided in
connection herewith. Through the Closing Date, the Company and the Seller will
cooperate in the preparation and dissemination of any press releases,
announcements and other disclosures to others relating to the transactions
contemplated by the Agreement; provided, that this subsection shall not preclude
the Company or Seller from making any disclosure that the Company or Seller
reasonably believes is required by applicable law.
(f) This Agreement contains the final, complete and exclusive
statement of the agreement between the parties with respect to the transactions
contemplated herein, and all prior or contemporaneous agreements, written or
oral, with respect to the subject matter hereof are merged herein. No change,
amendment, qualification or cancellation hereof shall be effective unless in
writing and executed by each of the parties hereto by their duly authorized
officers.
11. This Agreement may be executed in any number of counterparts,
which together shall constitute one and the same Agreement. The parties may
execute more than one copy of the
Agreement, each of which shall constitute an original.
IN WITNESS WHEREOF, the Seller and the Company each have caused this
Agreement to be duly executed under seal as of the day and year first above
written.
THE BUCKLE, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Secretary and General Counsel
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Chairman
Special Committee
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
