EXHIBIT 99.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is entered into effective July 29, 2003 between
The Hallwood Group Incorporated (the "Company"), and Interstate Properties
("Seller").
1. Seller is the owner of 98,000 shares of common stock, par value $0.10
per share (the "Common Stock"), of the Company, a Delaware corporation.
2. Seller agrees to sell and the Company agrees to purchase 35,000 shares
(the "Shares") of the Common Stock for the purchase price of $17.25 per
Share or a total purchase price of $603,750.
3. Seller represents and warrants that except to the extent that Article
Fourth of the Company's Second Restated Certificate of Incorporation
and the legend on the Company's stock certificates may be enforceable,
(a) it owns the Shares free and clear of all liens and encumbrances;
(b) it has all necessary authority to sell the Shares; and (c) the sale
of the Shares to the Company will not violate, conflict with or result
in any violation or breach of any provision of any agreement, contract,
or other instrument to which the Seller is a party or by which it is
bound.
4. The Company represents and warrants that it has all necessary authority
to purchase the Shares and that the purchase of the Shares from Seller
will not violate, conflict with or result in any violation or breach of
any provision of any agreement, contact, or other instrument to which
the Company is a party or by which it is bound.
5. The Company represents and warrants that the purchase and sale of the
Shares contemplated hereby has been approved by the Board of Directors
of the Company. The Company acknowledges and agrees that upon delivery
of the Shares by Seller and delivery of the purchase price by the
Company the Seller will be entitled to the entire amount of the
purchase price for the Shares and that neither the Company nor any of
its subsidiaries will institute, participate in or otherwise support
legal proceedings against the Seller for the recovery of any portion of
such purchase price or any other matter related to the Seller's
ownership of the Common Stock or the transactions contemplated hereby.
6. Seller shall promptly direct its agents to deliver the Shares either by
book entry transfer on the records of EquiServe Trust Company (DTC No.
1281) to the account of the Company, or by delivering certificates
representing the Shares to Xxxx Xxxxxx, Esq., Jenkens & Xxxxxxxxx, 0000
Xxxx Xxx., Xxxxx 0000, Xxxxxx, Xxxxx 00000, together with stock powers
duly executed in blank and instructions for the wire transfer of the
purchase price, who shall hold the Shares in escrow pending release as
contemplated by the immediately succeeding three sentences. Upon
confirmation of the book entry transfer or receipt of the Shares,
Xxxxxx shall advise the Company and the Company shall promptly cause
the total purchase price for the Shares to be delivered by wire
transfer in immediately available funds to the account(s) designated by
Seller. Upon confirmation from Seller that Seller has received the
total purchase price for the Shares in immediately available funds,
Xxxxxx shall deliver the certificates representing the Shares to the
Company, if applicable. If within 24 hours of confirmation of the book
entry transfer or receipt of the Shares the Seller has not received the
total purchase price for the Shares, then Seller shall be entitled to
return of the Shares by Xxxxxx promptly upon written request to Xxxxxx
therefore.
7. Seller and the Company each represent and agree that the other party
will not be liable or responsible for any brokerage commissions or fees
on behalf of them in connection with the sale and purchase of the
Shares.
8. Seller and the Company each acknowledge that their decision to sell and
purchase the Shares is based solely on their own assessment of an
investment in the Shares, and, except as set forth herein (including
but not limited to Paragraph 5, above), is not based on any
representations made by the other party. As an example, Seller and the
Company each acknowledge that the Company has a material interest in
Hallwood Realty Partners, L.P., which is currently the subject of a
tender offer by High River Limited Partnership, and that either Seller
or the Company may have material nonpublic information concerning
Hallwood Realty Partners, L.P. or the tender offer. Seller and the
Company agree that they will not seek or be entitled to receive any
damages or additional payments for any actions Seller, the Company or
their affiliates may or may not have taken in the past or may or may
not take in the future or for any information Seller, the Company or
their affiliates may or may not have, whether or not any such actions
or information are currently disclosed.
9. This agreement may be signed in counterparts, which together shall
constitute one and the same agreement between the parties.
[The remainder of this page has been left blank
intentionally. Signatures follow.]
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Executed July 29, 2003.
The Hallwood Group Incorporated Interstate Properties
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxxx Xxxx
Title: Vice President Title: Managing General Partner
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