STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered
into as of June 27, 2002, between Xxxxxxx X. Xxxxxxx, a resident of Dallas,
Texas ("Seller"), and Contran Corporation, a Delaware corporation ("Purchaser").
Recital
A. Seller wishes to sell 77,000 shares (the "Shares") of the common
stock, par value $0.01 per share, of Valhi, Inc., a Delaware corporation, to the
Purchaser, and the Purchaser wishes to purchase the Shares, on the terms and
subject to the conditions of this Agreement (the "Transaction").
Agreement
The parties agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares. Seller hereby sells,
transfers, assigns and delivers to the Purchaser the Shares. Seller will
promptly make electronic delivery of the Shares in a form reasonably acceptable
to Purchaser.
Section 1.2. Purchase Price and Payment. The Purchaser hereby purchases
all of the Shares for a purchase price of $15.00 per Share, payment for which is
hereby made with a check payable to the order of Seller in the amount of
$1,155,000.00.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller hereby represents and warrants to the Purchaser as of the date
of this Agreement as follows:
Section 2.1. Authority. Seller has the legal capacity to enter into
this Agreement, perform the transactions contemplated hereby and sell the Shares
to Purchaser.
Section 2.2. Validity. This Agreement is duly executed and delivered by
Seller and constitutes Seller's lawful, valid and binding obligation,
enforceable in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the Transaction by Seller are not prohibited
by, do not violate or conflict with any provision of, and do not result in a
default under (a) any material contract, agreement or other instrument to which
Seller is a party or by which Seller is bound; (b) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to Seller; or
(c) any law, rule or regulation applicable to Seller, except in each case for
such prohibitions, violations, conflicts or defaults that would not have a
material adverse consequence to the Transaction.
Section 2.3. Ownership of Shares. Seller is the beneficial owner of the
Shares and upon consummation of the transactions contemplated by this Agreement,
the Purchaser will acquire good and marketable title to the Shares, free and
clear of any liens, encumbrances, security interests, restrictive agreements,
claims or imperfections of any nature whatsoever, other than restrictions on
transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as of the
date of this Agreement as follows:
Section 3.1. Authority. Purchaser is a corporation validly existing and
in good standing under the laws of the state of Delaware. Purchaser has full
corporate power and authority, without the consent or approval of any other
person, to execute and deliver this Agreement and to consummate the Transaction.
All corporate and other actions required to be taken by or on behalf of
Purchaser to authorize the execution, delivery and performance of this Agreement
have been duly and properly taken.
Section 3.2. Validity. This Agreement is duly executed and delivered by
Purchaser and constitutes Purchaser's lawful, valid and binding obligation,
enforceable in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the Transaction by Purchaser are not
prohibited by, do not violate or conflict with any provision of, and do not
result in a default under (a) its charter or bylaws; (b) any material contract,
agreement or other instrument to which it is a party or by which it is bound;
(c) any order, writ, injunction, decree or judgment of any court or governmental
agency applicable to it; or (d) any law, rule or regulation applicable to it,
except in each case for such prohibitions, violations, conflicts or defaults
that would not have a material adverse consequence to the Transaction.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Survival. The representations and warranties set forth in
this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein.
Section 4.2. Parties and Interest. This Agreement shall bind and inure
to the benefit of the parties named herein and their respective heirs,
successors and assigns.
Section 4.3. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.4. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the state of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Texas.
The parties hereto have caused this Agreement to be executed as of the
date first written above.
CONTRAN CORPORATION
By:
------------------
Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, President
