STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of January 23, 1998 by and between IAC
Holdings Corp., a Delaware corporation ("Purchaser"), and Xxxxxxx College, a New
York not-for-profit corporation chartered by the Board of Regents("Seller").
WHEREAS, Seller is the owner of 116,666 shares (the "Seller Shares") of the
outstanding shares of Common Stock, par value $0.10 per share (the "Company
Common Stock"), of Industrial Acoustics Company, Inc., a New York corporation
(the "Company");
WHEREAS, Seller has agreed to sell the Seller Shares to Purchaser, and
Purchaser has agreed to purchase such Seller Shares from Seller, in accordance
with the terms of this Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein the parties hereto agree as follows:
ARTICLE I
THE STOCK PURCHASE
Section 1.1. Sale of Shares. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell the Seller Shares to Purchaser, and
Purchaser hereby agrees to purchase the Seller Shares, in the manner set forth
below, at a price per Share equal to $11.00 (the "Purchase Price").
Section 1.2. Payment and Delivery of Certificates for Seller Shares. The
closing for the purchase and sale of the Seller Shares shall occur following the
satisfaction of the conditions specified in Section 1.3 and simultaneously with
the closing of Purchaser's purchase of 1,913,429 shares of the Company's Common
Stock from Xxxxxx Xxxxxxxxx (the "Xxxxxxxxx Shares") which is scheduled to occur
at the offices of Xxxx Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxxx LLP, 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. on the later of (i) Xxxxx
00, 0000, (xx) 15 days following the delivery of consolidated audited financial
statements of the Company and its subsidiaries for the
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year ended December 31, 1997, or (iii) the date that is two business days
following the termination of the applicable waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or at such
other time and place as Purchaser and Xxxxxx Xxxxxxxxx may agree. Purchaser will
provide Seller with at least two business days notice of the date of closing for
the purchase and sale of the Seller Shares. At the closing, (a) Purchaser will
make payment to Seller for the aggregate Purchase Price of the Seller Shares by
delivery to Seller of a certified or bank cashier's check payable in New York
Clearing House funds to the order of Seller, or by wire transfer to an account
specified by Seller, and (b) Seller will deliver to Purchaser (i) a certificate
or certificates representing the Seller Shares so purchased together with duly
executed stock powers with respect to such Seller Shares in favor of Purchaser
or its designee in form reasonably satisfactory to Purchaser and (ii) a receipt
evidencing payment of requisite transfer taxes, if any.
Section 1.3. Conditions to Closing of Share Purchase. The obligation of
Purchaser to purchase, and of Seller to sell, the Seller Shares shall be subject
to the condition that there shall not have been instituted and be continuing any
preliminary or permanent injunction or other order issued by any court or
governmental or regulatory authority, domestic or foreign, or any statute, rule,
regulation, decree or executive order promulgated or enacted by any government
or governmental or regulatory authority, which prohibits the acquisition of
Seller Shares pursuant to this Agreement in any respect; and no action or
proceeding before any court or governmental or regulatory authority, domestic or
foreign, shall have been instituted and be pending by any government or
governmental or regulatory authority, domestic or foreign, which seeks to
prevent the consummation of the transactions contemplated by this Agreement.
Section 1.4. Purchaser's Conditions to Closing of Share Purchase. The
obligation of Purchaser to purchase the Shares shall be subject to the further
conditions:
(a) the representations and warranties of Seller in this Agreement shall be
true and correct in all material respects, in each case as if such
representations and warranties were made as of such time; and
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(b) Purchaser shall have acquired all of the Xxxxxxxxx Shares.
Section 1.5. No Transactions Relating to Seller Shares. Seller hereby
covenants and agrees that, except as otherwise provided herein, it will not, and
will not agree to, sell, transfer, assign, pledge, hypothecate or otherwise
dispose of any Seller Shares and will not, and will not agree to, limit its
rights to vote in any manner any of the Seller Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
Section 2.1. Power and Authority; Binding Effect. Seller has all necessary
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by Seller have been duly and validly authorized
by all necessary corporate action and no other proceedings on the part of Seller
are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Seller and, assuming its due authorization, execution and delivery
by Purchaser, constitutes a legal, valid and binding obligation of Seller.
Section 2.2. Required Filings and Consents. The execution and delivery of
this Agreement by Seller does not, and the performance of this Agreement by
Seller shall not, require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority,
domestic or foreign, except (i) for the HSR Act and the rules and regulations
thereunder and (ii) where failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay the performance by Seller of its obligations under this
Agreement.
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Section 2.3. Title to Seller Shares. Seller has good and marketable title
to the Seller Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind, other than pursuant to this Agreement; Seller has full right, power and
authority to sell, transfer and deliver the Seller Shares pursuant to this
Agreement and upon delivery of the Seller Shares and payment of the purchase
price therefor as contemplated herein, Purchaser will receive good and
marketable title to the Seller Shares free and clear of any pledge, lien,
security interest, charge, claim, equity, option, proxy, voting restriction or
encumbrance of any kind. The Seller Shares are all of the securities of the
Company owned of record or beneficially by Seller on the date of this Agreement;
and Seller has not granted any proxy with respect to the Seller Shares,
deposited the Seller Shares into a voting trust or entered into any voting
agreement or other arrangement with respect to the Seller Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants as follows:
Section 3.1. Corporate Organization. Purchaser is a corporation duly
organized and validly existing under the laws of the State of Delaware.
Purchaser has all necessary corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder. The execution and delivery
of this Agreement by Purchaser and the consummation by Purchaser of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and, assuming its due authorization, execution and
delivery by Seller, constitutes a legal, valid and binding obligation of
Purchaser.
Section 3.2. Required Filings and Consents. The execution and delivery of
this Agreement by Purchaser do not, and the performance of this Agreement by
Purchaser shall not, require any consent, approval, authorization or permit of,
or filing with or notification to, any
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governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the HSR Act, and (ii) where failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay consummation of the
transactions contemplated hereby, or otherwise prevent Purchaser from performing
its obligations under this Agreement.
Section 3.3. Investment Interest. The purchase of Shares from Seller
pursuant to this Agreement is for the account of Purchaser for investment and
not with a view to the sale or distribution thereof within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"); and any sale, transfer or other disposition
of Seller Shares purchased pursuant to this Agreement will be made in compliance
with all applicable provisions of the Securities Act.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Consents. Each of the parties hereto will use its best efforts
to obtain the consents of all third parties and governmental authorities
necessary to the consummation of the transactions contemplated by this
Agreement.
Section 4.2. Further Assurances. Seller and Purchaser will execute and
deliver all such further documents and instruments and make all such further
action as may be necessary in order to consummate the transactions contemplated
hereby.
Section 4.3. Confidentiality. Seller shall not disclose the existence of
this Agreement or its contents to any third party without Seller's prior written
consent. Neither Purchaser nor Seller shall issue any press release or make any
public announcement regarding the proposed transaction without the prior
approval of the other party.
Section 4.4. Specific Performance. The parties hereto acknowledge that
damages would be an
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inadequate remedy for a breach of this Agreement and that the obligations of the
parties hereto shall be specifically enforceable.
Section 4.5. Entire Agreement. This Agreement constitutes the entire
agreement among Seller and Purchaser with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, among them with respect to the subject matter hereof.
Section 4.6. Assignment, Successors and No Third-Party Rights. Neither
party may assign any of its rights under this Agreement without the prior
consent of the other parties. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.
Section 4.7. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, which shall remain in full force and
effect.
Section 4.8. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall survive the
closing of the Share purchase.
Section 4.9. Notices. All notices, comments, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and
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telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate by notice to the other parties):
Buyer: IAC Holdings Corp.
Attention:
Facsimile No.:
with a copy to: Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Seller: Xxxxxxx College
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Vice President for Finance
and Administration
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxxx College
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
Section 4.10. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State.
Section 4.11. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
Section 4.12. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
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Section 4.13. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
XXXXXXX COLLEGE
By: _________________________
Title:
IAC HOLDINGS CORP.
By: _________________________
Title:
