STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated January 3,
2002, by and between Xxxxxxxxx Farms, Inc., a Mississippi corporation
(the "Company"), and Xxxxxx Xxxx Xxxxxxxxx and Xxxx X. Xxxxxxxxx, not in
their individual capacities but as co-executors of the Estate of Xxxxx
X. Xxxxxxxxx, Xx. (the "Estate"). All references made to the "Estate" or
to the "Executors" herein refer to Xxxxxx Xxxx Xxxxxxxxx and Xxxx X.
Xxxxxxxxx as Co-Executors of the Estate of Xxxxx X. Xxxxxxxxx, Xx. and not in
their individual capacities.
WHEREAS, the Company desires to purchase from the Estate and the Estate
desires to sell to the Company 301,079 shares of Common Stock, par value $1.00,
of the Company ("Common Stock"), at a purchase price per share equal to the
lesser of (i) the closing price per share of the Common Stock as quoted on the
NASDAQ National Market on the date immediately prior to the date of this
Agreement, which price was $20.42 per share, or (ii) the average closing price
per share as quoted on the NASDAQ National Market for the five trading days
ended on the date immediately prior to the date of this Agreement (the "Per
Share Purchase Price"), payable in cash.
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES
Section 1.1. THE PURCHASE. On the terms of this Agreement, the Estate
hereby sells, transfers, conveys and assigns to the Company, and the Company
hereby purchases from the Estate, at a cash purchase price per share equal to
the Per Share Purchase Price, 301,079 shares of Common Stock (the "Purchased
Estate Shares").
Section 1.2. DELIVERIES. The consummation of the purchase and sale
contemplated by this Agreement is taking place at the offices of the Company,
000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx 00000 on the date of this
Agreement. The Estate is delivering to the Company stock certificates
representing the Purchased Estate Shares duly endorsed for transfer or
accompanied by duly executed stock powers or forms of assignment; and the
Company is delivering to the Estate the amount to be paid for the Purchased
Estate Shares by wire transfer of immediately available funds to one or more
accounts designated by the Estate in writing to the Company.
ARTICLE 2
REPRESENTATIONS
Section 2.1. REPRESENTATIONS OF THE COMPANY. The Company hereby
represents and warrants to the Estate that:
(a) The Company is validly existing and in good standing under the laws
of Mississippi and has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions
contemplated hereby.
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(b) The execution and delivery by the Company of this Agreement, and
the consummation by the Company of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of the
Company.
(c) This Agreement has been duly executed and delivered by the Company
and, subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or similar law affecting creditors' rights generally and
general principles of equity, constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.
Section 2.2. REPRESENTATIONS OF THE ESTATE. The Estate hereby
represents and warrants to the Company that:
(a) The Executors are the duly appointed and acting Executors of the
Estate of Xxxxx X. Xxxxxxxxx, Xx. and were duly appointed and are the duly
acting Executors under the laws of the State of Mississippi. The Executors have
the power and authority to enter into this Agreement and, having obtained the
approval of the sale of the Purchased Estate Shares pursuant to this Agreement
from the Chancery Court of Xxxxx County, Mississippi (the "Court Approval"), to
consummate the transactions contemplated hereby. The Court Approval is a final
judgment or order, not subject to appeal or reconsideration.
(b) This Agreement has been duly and validly executed and delivered by
the Executors and, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or similar law affecting creditors'
rights generally and general principles of equity, constitutes a valid and
binding agreement of the Estate, enforceable against the Estate in accordance
with its terms.
(c) The Executors have good and valid title to the Purchased Estate
Shares, free and clear of any lien, pledge, security interest or other
encumbrance whatsoever ("Liens"), other than the lien created to secure the
Estate's obligation to Union Planters Bank under that certain Credit Agreement
dated as of September 2, 2000 between the Executors and those banks (the "Union
Planters Lien"). Upon payment for the Purchased Estate Shares in accordance with
this Agreement, the Company will acquire good and valid title to the Purchased
Estate Shares, free and clear of all Liens, restrictions, charges or adverse
claims, and the Union Planters Lien will be released with respect to the
Purchased Estate Shares. The Executors will, upon request, execute and deliver
any additional documents reasonably deemed by the Company to be necessary or
desirable to complete the sale, transfer, conveyance and assignment of the
Purchased Estate Shares.
(d) No authorization, consent or approval of, or filing with, any third
person or court or any public body or authority is necessary for the
consummation by the Estate of the transactions contemplated by this Agreement,
other than the Court Approval described in Section 2.2 (a) above. The execution,
delivery and performance of this Agreement by the Estate will not constitute a
breach, violation or default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any Lien or encumbrance upon
any of the properties or assets of the Estate under, any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument to which
the Estate is a party or by which its properties or assets are bound, other than
breaches, violations, defaults, terminations, accelerations or creation of Liens
and encumbrances which, in the aggregate, would not impair the ability of the
Estate to perform its obligations hereunder or adversely affect the Company's
title to the Purchased Estate Shares.
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ARTICLE 3
MISCELLANEOUS
Section 3.1. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Mississippi applicable
to agreements made and to be performed wholly within such jurisdiction.
Section 3.2. SEVERABILITY. If any provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any adverse manner to any party. Upon
such determination that any provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby
are fulfilled to the greatest extent possible.
Section 3.3. EXCLUSIVE AGREEMENT. This Agreement constitutes the sole
understanding of the parties with respect to the subject matter hereof and any
verbal or written communication between the parties prior to the adoption of
this Agreement shall be deemed merged herein and of no further force or effect.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year first written
above.
XXXXXXXXX FARMS, INC.
By:________________________________
Name:________________________
Title:________________________
ESTATE OF XXX XXXXX XXXXXXXXX
By:_________________________________
Xxxxxx Xxxx Xxxxxxxxx, Co-Executor
By:_________________________________
Xxxx X. Xxxxxxxxx, Co-Executor
