STOCK PURCHASE AGREEMENT
Exhibit 10.1
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 8, 2015, by and between VIRGINIA NATIONAL BANKSHARES CORPORATION, a Virginia corporation (the “Company”), and XXXXXX X. XXXXX AND XXXXX X. XXXXX (together, the “Seller”).
WITNESSETH:
The Seller is the beneficial owner of 23,285.0 shares of common stock of the Company (the “Offered Shares”) held in an account in Seller’s name with Xxxxxxxxx & Company, LLC.
The Seller desires to sell, and the Company desires to purchase, the Offered Shares for the consideration and on the terms set forth in this Agreement.
The parties, intending to be legally bound, agree as follows:
1. Purchase and Sale of Shares. The Company hereby agrees to purchase from the Seller and the Seller hereby agrees to sell to the Company, on the Closing Date (as defined below), the Offered Shares free and clear of all Encumbrances (as defined below) for the Purchase Price of $533,226.50, or $22.90 per share.
2. Closing; Delivery of and Payment for the Offered Shares. Subject to the terms and conditions herein, the closing of the purchase and sale of the Offered Shares shall take place on or before December 10, 2015 (the “Closing Date”) at 10 a.m. Eastern Time at the offices of the Company in Charlottesville, or such earlier or later date as may be agreed to by the parties, subject to the provisions of Section 6. Immediately following confirmation of receipt of a wire transfer or deposit of the Purchase Price to the account designated on Schedule 1 hereto, the Seller shall instruct the Xxxxxxxxx & Company, LLC to deliver the Offered Shares to the Company or its transfer agent for retirement.
3. Representations and Warranties.
| (a) |
The Seller represents and warrants to the Company that: | |||
| (i) | The execution and delivery of this Agreement have been duly and validly authorized, and all necessary action has been taken to make this Agreement a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms; | |||
| (ii) | The Seller is not, and will not become, a party to any agreement, arrangement or understanding with any person that could result in the Company having any obligation or liability for any brokerage fees, commissions or other similar fees or expenses relating to the transaction contemplated by this Agreement; | |||
| (iii) | The Seller has good, valid and marketable title to the Offered Shares, free and clear of any and all Encumbrances (“Encumbrance” shall mean any security interest, pledge, lien, charge, voting agreement, proxy, mortgage, option, adverse claim of ownership or use, or any other encumbrance of any kind, character or description whatsoever); and | |||
| (iv) | The Seller has the sole right to dispose or direct the disposition of the Offered Shares. | |||
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| (b) |
The Company represents and warrants to the Seller that: | |||
| (i) | The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia; | |||
| (ii) | The execution and delivery of this Agreement have been duly and validly authorized, and all necessary action has been taken to make this Agreement a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and | |||
| (iii) | The Purchase Price payable to the Seller shall be paid as set forth in this Agreement without any deductions or withholdings by any person for brokerage fees, commissions, taxes or other similar fees or expenses relating to the transaction contemplated by this Agreement. | |||
4. Investigation; Taxes and Tax Reporting.
(a) Each party has conducted its own investigation with respect to the Offered Shares, acknowledges that the other party may be in possession of material, nonpublic information regarding the Company, and agrees that the other party has no obligation to disclose such information to such party.
(b) Seller acknowledge and agrees that Seller will be responsible for any taxes associated with its sale of the Offered Shares and that Company will have no obligation for any tax withholding or tax reporting related to the purchase of the shares from the Seller.
5. Closing Conditions.
(a) The obligation of the Company to purchase the Offered Shares on the Closing Date is subject to the satisfaction, on or prior to the Closing Date, of the following condition: The representations and warranties made by the Seller in Section (3)(a) of this Agreement shall be true and correct in all material respects as of the Closing Date.
(b) The obligation of the Seller to sell the Offered Shares on the Closing Date is subject to the satisfaction, on or prior to the Closing Date, of the following condition: The representations and warranties made by the Company in Section (3)(b) of this Agreement shall be true and correct in all material respects as of the Closing Date.
6. Termination. The Company or the Seller may terminate this Agreement, by notice to the other, if the Closing has not occurred by December 11, 2015 other than by reason of a breach of this Agreement by the party seeking to terminate.
7. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
(b) This Agreement shall be binding upon the respective successors and assigns of the parties hereto.
(c) In the event that any provision of this Agreement is adjudicated invalid, illegal or unenforceable, such adjudication shall not affect the validity, legality or enforceability of any other provision, and this Agreement shall be construed as though such invalid, illegal or unenforceable provision had never been contained herein.
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(d) The Seller and the Company agree that money damages are inadequate and that each will suffer irreparable harm with respect to a failure to abide by any covenant made under the terms of this Agreement or any requirement under this Agreement relating to or affecting the sale of the Offered Shares, and that, accordingly, in addition to any money damages which might be awarded with reasonable certainty, each shall be entitled to demand specific performance or to seek injunctive relief whether with regard to a breach or contemplated breach. All rights, remedies and benefits specified in this Agreement, including, but not limited to the rights, remedies and benefits contained in this Section 7(d) are not exclusive of any rights, remedies or benefits which any party may otherwise have.
(e) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
(f) This Agreement constitutes the entire agreement between the parties and no term or provision of this Agreement may be waived or modified unless in writing signed by the party against whom such waiver or modification is sought to be enforced.
WITNESS the following signatures:
| VIRGINIA NATIONAL BANKSHARES | ||
| CORPORATION | ||
| By | /s/ Xxxxx X. Xxxx | |
| Xxxxx X. Xxxx | ||
| President and Chief Executive Officer | ||
| /s/ Xxxxxx X. Xxxxx | |
| XXXXXX X. XXXXX | |
| /s/ Xxxxx X. Xxxxx | |
| XXXXX X. XXXXX | |
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