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Exhibit 10.11
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of June __, 1999, (the
"Agreement") between American National Can Company, a Delaware corporation
("ANC") and Pechiney, a French societe anonyme ("Pechiney").
W I T N E S S E T H :
WHEREAS, ANC is the beneficial owner of all issued and
outstanding shares of common stock (the "Shares") of Pechiney Plastic Packaging,
Inc., a Delaware corporation ("Pechiney Plastics"); and
WHEREAS, ANC wishes to sell and Pechiney wishes to purchase
the Shares, upon the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, in reliance upon the representations and
warranties made herein and in consideration of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I
TRANSFER AND PURCHASE OF SHARES
SECTION 1.01 Sale and Purchase. Upon the terms contained
herein, ANC hereby sells and transfers to Pechiney, and Pechiney hereby
purchases and accepts, all right, title and interest in and to the Shares free
and clear of all liens, claims and encumbrances for the Purchase Price, as
defined in and provided in Section 1.02.
SECTION 1.02 Purchase Price and Payment for Shares. In
consideration of the sale and transfer pursuant to Section 1.01, Pechiney is
hereby delivering to ANC all of the shares of common stock of ANC of which
Pechiney is the registered owner (the "ANC Stock" or the "Purchase Price").
Receipt of such Purchase Price and a duly executed stock transfer power or
similar instrument of transfer is hereby acknowledged by ANC.
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SECTION 1.03 Delivery of Shares. ANC is contemporaneously
causing the record ownership of the Shares to be transferred to Pechiney by a
duly executed stock transfer power or similar instrument of transfer. Such
transfer and receipt of the Shares is hereby acknowledged by Pechiney.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01 Expenses. Each of the parties hereto shall pay
all expenses incurred by it in connection with the negotiation, preparation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.
SECTION 2.02 Applicable Law. The rights and duties of ANC and
Pechiney under this Agreement shall be governed by and construed in accordance
with the internal substantive laws and not the choice of law rules of the State
of Illinois.
SECTION 2.03 Amendments. This Agreement may be amended only by
a written instrument executed by the parties or their respective successors or
assigns.
SECTION 2.04 Counterparts. This Agreement may be executed in
one or more counterparts and each counterpart shall be deemed to be an original.
SECTION 2.05 Relationship Between the Parties. The parties
agree that this is an arm's length transaction in which the parties' rights,
undertakings and obligations are limited to those which are set forth in this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AMERICAN NATIONAL CAN COMPANY
By:__________________________
Name:
Title:
PECHINEY
By:__________________________
Name:
Title:
