Exhibit 20
----------
STOCK SALE AGREEMENT
dated as of February 28, 2001
by and between
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
on behalf of an entity to be formed
and
NBO, LLC
This STOCK SALE AGREEMENT (this "Stock Sale Agreement") dated
as of February 28, 2001 is made and entered into by and between ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇▇"), on behalf of an entity to be formed, and NBO, LLC,
a Michigan limited liability company ("NBO").
WHEREAS, as of the date hereof, NBO beneficially owns
1,159,014 shares of common stock, no par value (the "Common Stock") of Quality
Dining, Inc., an Indiana corporation (the "Company");
WHEREAS, simultaneously herewith, the Company and NBO have
entered into a Purchase and Sale Agreement of even date herewith (the "Purchase
Agreement"), pursuant to which NBO will acquire four (4) Burger King stores in
the Detroit, Michigan area owned and operated by the Company (the "Restaurants")
in exchange for 785,000 shares of Common Stock (collectively, the "Restaurant
Shares") and certain cash adjustments;
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇, on behalf of an entity to be formed, has
agreed to buy all of NBO's remaining 374,014 outstanding shares of Common Stock
(the "Remaining Shares") for the price of $2,111,597.00;
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ and NBO desire to establish in this Stock
Sale Agreement certain terms and conditions concerning the disposition of the
Remaining Shares;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
AGREEMENTS SET FORTH IN THIS STOCK SALE AGREEMENT, AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF COMMON STOCK TO ▇▇▇▇▇▇▇▇▇▇▇
1.01 Sale of Common Stock. NBO agrees to sell to ▇▇▇▇▇▇▇▇▇▇▇,
and ▇▇▇▇▇▇▇▇▇▇▇ agrees to buy from NBO, the Remaining Shares for the price of
$5.65 per share, $2,111,597.00 in the aggregate, which sale shall occur
simultaneously with the closing of the transaction contemplated by the Purchase
Agreement (the "Closing").
1.02 Obligation of ▇▇▇▇▇▇▇▇▇▇▇.The purchase of the Remaining
Shares as contemplated herein is a firm and binding obligation of ▇▇▇▇▇▇▇▇▇▇▇,
even in the event that ▇▇▇▇▇▇▇▇▇▇▇ does not form, create or designate a separate
entity for such purpose.
1.03 Closing. At Closing, (i) NBO shall transfer title to the
Remaining Shares to ▇▇▇▇▇▇▇▇▇▇▇, free and clear of any lien, security interest,
pledge, hypothecation or any other restriction or interest, either by electronic
means or by delivery to ▇▇▇▇▇▇▇▇▇▇▇ of stock certificates for the Remaining
Shares, together with executed blank stock powers, and (ii) ▇▇▇▇▇▇▇▇▇▇▇ shall
pay to NBO the sum designated in Paragraph 1.01 hereof by wire transfer of
immediately available funds to an account designated by NBO.
-1-
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF NBO
NBO hereby represents and warrants to ▇▇▇▇▇▇▇▇▇▇▇ as follows:
2.01 Incorporation. NBO is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Michigan. NBO has the requisite power and authority to execute and deliver this
Stock Sale Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
2.02 Authority. The execution and delivery by NBO of this
Stock Sale Agreement, and the performance by NBO of its obligations hereunder,
have been duly and validly authorized by NBO , no other action on the part of
NBO or its members being necessary. This Stock Sale Agreement has been duly and
validly executed and delivered by NBO and constitutes a legal, valid and binding
obligation of NBO in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
2.03 No Conflicts. The execution and delivery by NBO of this
Stock Sale Agreement do not, and the performance by NBO of its obligations under
this Stock Sale Agreement and the consummation of the transactions contemplated
hereby will not:
(a) conflict with or result in a violation or breach of any of
the terms, conditions or provisions of the limited liability company agreement
or other organizational documents or instruments of NBO;
(b) conflict with or result in a violation or breach of any
term or provision of any law, statute, rule or regulation or any order, judgment
or decree of any governmental or regulatory authority applicable to NBO or any
of its properties or assets; or
(c) (i) conflict with or result in a violation or breach of,
(ii) constitute (with or without notice or lapse of time or both) a default
under, or (iii) require NBO to obtain any consent, approval or action of, make
any filing with or give any notice to any person as a result or under the terms
of, any contract, agreement, plan, permit or license to which NBO is a party.
2.04 Governmental Approvals and ▇▇▇▇▇▇▇.▇▇ consent, approval
or action of, filing with or notice to any governmental or regulatory authority
on the part of NBO is required in connection with the execution, delivery and
performance of this Stock Sale Agreement or the consummation of the transactions
contemplated hereby, other than filings under the Securities Exchange Act of
1934, as amended, in connection with the transactions contemplated by this Stock
Sale Agreement.
-2-
2.05 Common Stock Ownership. As of the date hereof, NBO is the
beneficial owner of 1,159,014 shares of Common Stock (collectively, the
"Shares"). Other than the Shares, NBO is not the beneficial owner of any other
securities of the Company. NBO beneficially owns the Shares free and clear of
any lien, security interest, pledge, hypothecation or any other restriction or
interest.
2.06 Information. NBO acknowledges that it has been advised
about, and has been provided access to, all information about the Company that
it deems necessary to make an informed decision with respect to the sale of the
Remaining Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ hereby represents and warrants to NBO as follows:
3.01 Authority. This Stock Sale Agreement has been duly and
validly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ and constitutes a legal, valid and
binding obligation of ▇▇▇▇▇▇▇▇▇▇▇ in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
3.02 No Conflicts. The execution and delivery by ▇▇▇▇▇▇▇▇▇▇▇
of this Stock Sale Agreement do not, and the performance by ▇▇▇▇▇▇▇▇▇▇▇ of his
obligations under this Stock Sale Agreement and the consummation of the
transactions contemplated hereby will not:
(a) conflict with or result in a violation or breach of any
term or provision of any law, statute, rule or regulation or any order, judgment
or decree of any governmental or regulatory authority applicable to ▇▇▇▇▇▇▇▇▇▇▇
or any of his properties or assets; or
(b) (i) conflict with or result in a violation or breach of,
(ii) constitute (with or without notice or lapse of time or both) a default
under, or (iii) require ▇▇▇▇▇▇▇▇▇▇▇ to obtain any consent, approval or action
of, make any filing with or give any notice to any person as a result or under
the terms of or under, any contract, agreement, plan, permit or license to which
▇▇▇▇▇▇▇▇▇▇▇ is a party, except that the consent of the Company's Audit Committee
and Board of Directors will be required, which approval shall be obtained within
thirty (30) days of the date hereof, failing which this Stock Sale Agreement
shall terminate.
3.04 Governmental Approvals and ▇▇▇▇▇▇▇.▇▇ consent, approval
or action of, filing with or notice to any governmental or regulatory authority
on the part of ▇▇▇▇▇▇▇▇▇▇▇ is required in connection with the execution,
delivery and performance of this Stock Sale Agreement or the consummation of the
transactions contemplated hereby, other than filings under the Securities
Exchange Act of 1934, as amended, in connection with the transactions
contemplated by this Stock Sale Agreement.
-3-
ARTICLE IV
GENERAL PROVISIONS
4.01 Survival of Representations, Warranties, Covenants and
Agreements. Notwithstanding any right of any party (whether or not exercised) to
investigate the accuracy of the representations and warranties of the other
party contained in this Stock Sale Agreement, each party hereto has the right to
rely fully upon the representations and warranties of the other contained in
this Stock Sale Agreement. Except as provided in Section 4.02, the
representations, warranties, covenants and agreements of each party hereto
contained in this Stock Sale Agreement will survive until the termination of
this Stock Sale Agreement and, if this Stock Sale Agreement is not terminated
prior to the Closing, shall survive the Closing.
4.02 Termination. This Stock Sale Agreement and all rights and
obligations of the parties hereunder shall automatically terminate, and shall
cease to be of any further force and effect, upon the earlier of (a) the mutual
written agreement of NBO and ▇▇▇▇▇▇▇▇▇▇▇, (b) the termination of the Purchase
Agreement in accordance with its terms prior to the occurrence of the Closing or
(c) the failure to obtain the approval of the Company's Audit Committee and
Board of Directors within the time period specified in Section 3.02(b)(iii).
Notwithstanding the termination of this Stock Sale Agreement, nothing contained
herein shall relieve any party hereto from liability for breach of any of such
party's representations, warranties, covenants or agreements contained in this
Stock Sale Agreement occurring prior to such termination.
4.03 Amendment and Waiver. (a) This Stock Sale Agreement may
be amended, supplemented or modified only by a written instrument duly executed
by or on behalf of each party hereto.
(b) Any term or condition of this Stock Sale Agreement may be
waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition. No waiver
by any party of any term or condition of this Stock Sale Agreement, in any one
or more instances, shall be deemed to be or construed as a waiver of the same or
any other term or condition of this Stock Sale Agreement on any future occasion.
All remedies, either under this Stock Sale Agreement or by law or otherwise
afforded, will be cumulative and not alternative.
4.04 Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:
-4-
If to NBO:
NBO, LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
If to ▇▇▇▇▇▇▇▇▇▇▇ to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.
-5-
4.05 Entire Agreement.This Stock Sale Agreement supersedes all
prior discussions and agreements between the parties hereto with respect to the
subject matter hereof, and contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.
4.06 No Third Party Beneficiary. The terms and provisions of
this Stock Sale Agreement are intended solely for the benefit of each party
hereto, and it is not the intention of the parties to confer third-party
beneficiary rights upon any other person.
4.07 No Assignment; Binding Effect. Neither this Stock Sale
Agreement nor any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other party hereto and any
attempt to do so will be void. Subject to the preceding sentence, this Stock
Sale Agreement is binding upon, inures to the benefit of and is enforceable by
the parties hereto and their respective successors and assigns and legal
representatives. Notwithstanding the foregoing, (i) ▇▇▇▇▇▇▇▇▇▇▇ may assign this
Stock Sale Agreement to an entity formed by ▇▇▇▇▇▇▇▇▇▇▇ for the express purpose
of carrying out the obligations of ▇▇▇▇▇▇▇▇▇▇▇ hereunder without the consent of
NBO, but such assignment shall not relieve ▇▇▇▇▇▇▇▇▇▇▇ from any of his
obligations hereunder; and (ii) NBO may assign this Stock Sale Agreement to King
Venture, Inc. ("KVI") in connection with a transfer of the Shares to KVI.
4.08 Specific Performance; Legal Fees. The parties acknowledge
that money damages are not an adequate remedy for violations of any provision of
this Stock Sale Agreement and that any party may, in such party's sole
discretion, apply to a court of competent jurisdiction for specific performance
for injunctive or such other relief as such court may deem just and proper in
order to enforce any such provision or prevent any violation hereof and, to the
extent permitted by applicable law, each party waives any objection to the
imposition of such relief. The parties hereto agree that, in the event that any
party to this Stock Sale Agreement shall bring any legal action or proceeding to
enforce or to seek damages or other relief arising from an alleged breach of any
term or provision of this Stock Sale Agreement by any other party, the
prevailing party in any such action or proceeding shall be entitled to an award
of, and the other party to such action or proceeding shall pay, the reasonable
fees and expenses of legal counsel to the prevailing party.
4.09 Headings. The headings used in this Stock Sale Agreement
have been inserted for convenience of reference only and do not define or limit
the provisions hereof.
4.10 Invalid Provisions. If any provision of this Stock Sale
Agreement is held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of any party hereto under this
Stock Sale Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Stock Sale Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof and (iii) the remaining provisions of this
Stock Sale Agreement will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom.
-6-
4.11 Governing Law. This Stock Sale Agreement shall be
governed by and construed in accordance with the laws of the State of Indiana
applicable to a contract executed and performed in such State, without giving
effect to the conflicts of laws principles thereof.
4.12 Counterparts. This Stock Sale Agreement may be executed
in any number of counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.
-7-
IN WITNESS WHEREOF, each party hereto has signed this Stock
Sale Agreement as of the date first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
NBO, LLC,
a Michigan limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: Member
-----------------------------
-8-
