EXHIBIT 7.1
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STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 10th
day of July, 2003, by and between NORWEST EQUITY PARTNERS IV, L.P. ("NEP IV")
(the "Seller") and XXXX X. XXXXXX (the "Purchaser").
RECITALS
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WHEREAS, the Seller desires to sell, and Purchaser desires to acquire
from Seller a total of one million two hundred twenty one thousand four hundred
eighty seven (1,221,487) shares of the common stock of NVE Corporation (the
"Shares") with offices at 00000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, XX 00000, on the
terms and conditions hereinafter set forth.
WITNESSETH:
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NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth and in reliance on the representation contained herein, the parties
hereby agree as follows:
Section 1. Purchase and Sale of Stock.
1.1 Method of Transfer. Seller hereby agrees to sell, transfer,
assign and deliver to the Purchaser and Purchaser agrees to
acquire 1,221,487 Shares, free and clear of all liens, charges
and encumbrances.
1.2 Purchase Price & Method of Payment. The Purchase Price for the
Shares shall be $20.50 per share (the "Per Share Price"), for
an aggregate purchase price to be paid to NEP IV of
$25,040,483 (the "Purchase Price"), plus appropriate
adjustment pursuant to 1.3 of this section, where such
Purchase Price is payable with a Non Recourse Promissory Note
to the Seller in the form attached as Exhibit A hereto (the
"Note").
1.3 Purchase Price Adjustment. On each date that Purchaser makes a
sale of any of the Shares, the Purchase Price shall be
adjusted as follows:
(a) If the sale price of the shares is greater than Per
Share Price, then the Purchase Price shall be
adjusted upward by an amount equal to the number of
shares sold multiplied by the difference between the
price at which they were sold and the Per Share
Price; or
(b) If the sale price of the shares is lower than Per
Share Price, than the Purchase Price shall be
adjusted downward by an amount equal to the number of
shares sold multiplied by the difference between the
price at which they were sold and the Per Share
Price.
1.
(c) Upon any adjustment to the Purchase Price, the
principal amount of the note will be appropriately
adjusted.
1.4 Settlement & Closing: The closing hereunder, including payment
for and delivery of the Shares shall occur at the office of
the Seller, or at such other time and place as the parties may
mutually agree. At closing, Seller shall deliver or cause to
be delivered to Purchaser stock certificates endorsed in blank
or accompanied by duly endorsed stock powers, the aggregate of
such certificates representing the stock of the company and
all other instruments.
Section 2. Representations.
(a) In connection with the purchase of the Shares, Purchaser
agrees (i) to assume and be bound by any and all restrictions and
obligations with respect to the Shares, whatever those may be and (ii)
that at any time and from time to time Purchaser will promptly execute
and deliver such further instruments and documents and take such
further action as may be reasonably required in order to carry out the
full intent and purpose of this Agreement
(b) In connection with the sale of the Shares, Seller
represents to the Purchaser that it has full power and authority to
sell, assign and transfer the Shares to the Purchaser, free and clear
of all liens, claims, and encumbrances and that the Shares are not
subject to any adverse claim.
Section 3. Miscellaneous.
(a) Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient, and
if not during normal business hours of the recipient, then on the next
business day, (c) five (5) calendar days after having been sent by
registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to
the other party hereto at such party's address hereinafter set forth on
the signature page hereof, or at such other address as such party may
designate by ten (10) days advance written notice to the other party
hereto.
(b) Governing Law; Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Minnesota.
The parties agree that any action brought by either party to interpret
or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and
venue of, the appropriate state or federal court for the district
encompassing the Sellers' principal place of business.
(c) Entire Agreement; Amendment. This Agreement constitutes
the entire agreement between the parties with respect to the subject
matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be
amended, modified or revoked, in whole or in part, except by an
agreement in writing signed by each of the parties hereto.
(d) Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be
2.
interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.
(e) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
NORWEST EQUITY PARTNERS IV, L.P.
BY: ITASCA PARTNERS, LLP
By:
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Xxxx X. Xxxxxxx
Title: Managing Partner
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Address: 3600 IDS Center, 00 Xxxxx 0xx Xxxxxx
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Xxxxxxxxxxx, XX 00000
PURCHASER:
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XXXX X. XXXXXX
Address: 0000 Xxxxxx Xxxxxx
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Xx. Xxxx, XX 00000
3.
EXHIBIT A
FORM OF PROMISSORY NOTE
4.
