EX-10.1 2 dex101.htm STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND WILLIAM M. GOTTWALD STOCK PURCHASE AGREEMENT
Exhibit 10.1
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), made as of February 5, 2008, by and between Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx as Trustees of Xxxxx, Jr.’s Trust under the will of Xxxxx X. Xxxxxxxx (the “Seller”) and Albemarle Corporation, a Virginia corporation (the “Company”), provides as follows:
ARTICLE I
When used in this Agreement, the following terms shall have the meanings specified:
1.1 Closing. “Closing” shall mean the conference held at 10:00 a.m., local time on the Closing Date, at the offices of the Company in Richmond, Virginia or such other place as the parties may mutually agree.
1.4 Price Per Share. “Price Per Share” means $37.2174 per share of Common Stock.
1.6 Stock. “Stock” shall mean 3,000,000 shares of Common Stock.
ARTICLE II
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Seller hereby represents and warrants to the Company that the Seller owns good and valid title to the Stock being sold by the Seller, free and clear of any liens, encumbrances or claims and that the Seller has the right to sell such shares to the Company without violating any obligation. The Seller represents and warrants that he does not know of any non-public information about the Company that a reasonable investor would consider material to a decision whether to sell Common Stock.
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ARTICLE IV
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
Each and every obligation of the parties to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent (it being the understanding of the parties that any of such conditions may be waived by the parties):
4.2 Market Changes. Between the date of this Agreement and the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers, Inc. Automated Quotation National Market System; (ii) a general moratorium on commercial banking activities in New York or Virginia declared by federal, New York or Virginia authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration of a national emergency or war or the escalation of any such hostilities if any such event specified in this clause (iii) is likely to have a materially adverse effect, in a party’s reasonable judgment, on the Company’s financial condition or business prospects; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general as is likely to have a materially adverse effect, in a party’s reasonable judgment, on the Company’s financial condition or business prospects.
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ARTICLE V
5.2 Governing Law. This Agreement shall be construed and interpreted according to the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof.
If to the Company: | Albemarle Corporation | |
000 Xxxxx Xxxxxx Xxxxxx | ||
Xxxxxxxx, Xxxxxxxx 00000 | ||
Attention: Xxxxxx X. Xxxxxx, XX, Esq. | ||
If to the Seller: | Xxxxxxx X. Xxxxxxxx | |
000 Xxxxx Xxxxxx Xxxxxx | ||
Xxxxxxxx, Xxxxxxxx 00000 |
[Signature page follows]
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ALBEMARLE CORPORATION | ||
By: | /s/ Xxxx X. Xxxx | |
Xxxx X. Xxxx | ||
President and Chief Executive Officer | ||
Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx as Trustees of Xxxxx, Jr.’s Trust under the will of Xxxxx X. Xxxxxxxx | ||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |
Xxxxxxx X. Xxxxxxxx | ||
Trustee | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
Xxxx X. Xxxxxxxx | ||
Trustee | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Xxxxx X. Xxxxxxxx | ||
Trustee |
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