STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 20th day
of November, 1995, by and among Xxxxxxx X. Xxxxxxx, Xx. and Xxxxx Xxxxxxx
Xxxxxxxx ("Sellers"), and Xxxxxxxxx Corporation, a Delaware corporation (the
"Buyer").
WHEREAS, each Seller owns 500,000 shares (the "Shares") of common
stock of Xxxxxxxxx Ceco Corporation;
WHEREAS, each Seller desires to sell and Buyer desires to purchase
the Shares of each Seller;
NOW, THEREFORE, in consideration of the premises, representations,
warranties, covenants, agreements and promises herein contained, the parties
agree as follows:
SECTION 1. PURCHASE AND SALE
1.1. Purchase Price. The Purchase Price for the Shares shall be
$4.26 per share, plus interest on such amount from the date hereof to the
date of Closing at the rate payable by Xxxxxxx X. Xxxxxxx to Bank of America
Illinois pursuant to the November 20, 1995 Demand Promissory Note (the
"Interest Rate").
SECTION 2. CLOSING
2.1. Closing. The transfer of the Shares (the "Closing") shall
occur at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx on the date on which the waiting period under Xxxx-Xxxxx-
Xxxxxx Anti-Trust Improvements Act of 1976, as amended (the "HSR Act") has
terminated or expired. The Sellers and Buyer will cooperate in making all
necessary filings under the HSR Act.
2.2. Deliveries by Buyer. At the Closing, Buyer shall deliver the
following to each Seller:
(a) $2,130,000, plus interest on such amount from the date hereof
to the date of Closing at the Interest Rate; and
(b) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated hereby.
2.3. Deliveries by Seller. At the Closing, each Seller shall
deliver the following:
(a) stock certificates for a total of 500,000 Shares with stock
powers endorsed in blank; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated
hereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as of the date hereof and
as of the Closing, as follows:
3.1. Authority. Buyer has all requisite power and authority,
without the consent of any other person, to execute and deliver this
Agreement and the documents to be delivered at the Closing and to carry out
the transactions contemplated hereby and thereby. Buyer is a validly
existing corporation in good standing under its jurisdiction of
incorporation.
3.2 Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and binding obligation of Buyer,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally, or by general
equitable principles. No approval, authorization, registration, consent,
order or other action of or filing with any person, including any court,
administrative agency or other government authority, is required for the
execution and delivery by Buyer of this Agreement or the performance by Buyer
of its obligations hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to Buyer as of the date
hereof and as of the Closing, as follows:
4.1. Authority. Each Seller has all requisite power and
authority, without the consent of any other person, to execute and deliver
this Agreement and the documents to be delivered at the Closing, and to carry
out the transactions contemplated hereby and thereby.
4.2. Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and legally binding obligation of
each Seller, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors rights generally, or by general equitable
principles. No approval, authorization, registration, consent, order or
other action of or filing with any person, including any court,
administrative agency or other government authority, is required for the
execution and delivery by each Seller of this Agreement or the performance by
each Seller of their obligations hereunder.
4.3. Shares. Each Seller is the owner of the 500,000 Shares being
sold by it hereunder and has good, marketable and indefeasible title thereto
and the absolute right to sell, assign, transfer and deliver the same, free
and clear of all claims, security interests, liens, pledges, charges,
escrows, options, proxies, rights of first refusal, preemptive rights,
mortgages, hypothecations, prior assignments, title retention agreements,
indentures, security agreements or any other limitation, encumbrance or
restriction of any kind.
SECTION 5. SURVIVAL AND INDEMNIFICATION
The representations and warranties in this Agreement will survive
the Closing. Each party shall indemnify and hold harmless the other from any
and all loss, liability, cost, expense, claim or obligation arising from any
breach of any representation and warranty or failure to fulfill any covenant
hereunder.
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in person
or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with written
verification of receipt or by telecopy.
6.2. Expenses. Each party to this Agreement shall pay its own
costs and expenses in connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts each of which shall be deemed an original, but
all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the actions contemplated
hereby and supersedes all other agreements, understandings and undertakings
among the parties on the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written above.
SELLERS: XXXXXXXXX
/s/ Xxxxx Xxxxxxx Xxxxxxxx By: __________________________
Xxxxx Xxxxxxx Xxxxxxxx Its: _________________________
/s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx.
