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Exhibit 10.22
STOCK PURCHASE AND SALE AGREEMENT
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This Stock Purchase and Sale Agreement (the "Agreement"), is made and
entered into September 29, 1999, by and between Nationwide Financial Services,
Inc. a corporation organized under the laws of the State of Delaware
("Purchaser"), and Nationwide Mutual Insurance Company, an Ohio mutual insurance
company ("Seller").
WITNESSETH:
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WHEREAS, Seller owns all of the issued and outstanding shares of
capital stock of Pension Associates, Inc., a corporation organized under the
laws of the State of Wisconsin ("Associates"); and
WHEREAS, on the terms and subject to the conditions contained in this
Agreement, Purchaser desires to purchase from Seller and Seller desires to sell
to Purchaser all of the issued and outstanding shares of capital stock of
Associates.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, do hereby represent,
warrant, covenant and agree as follows:
SECTION 1. PURCHASE AND SALE. On the terms and subject to the
conditions set forth in this Agreement, at the Closing (as such term is defined
below), Seller shall sell, transfer, assign, convey and deliver to Purchaser,
and Purchaser shall purchase, accept and acquire from Seller, One Thousand
(1,000) shares of common stock, no par value, of Associates (the "Shares"),
which Shares shall constitute all of the issued and outstanding capital stock of
Associates.
SECTION 2. THE CLOSING. Subject to the following, the closing of the
sale and purchase of the Shares (the "Closing") shall take place at a time
mutually agreeable to the Purchaser and Seller, at the offices of Nationwide
Mutual Insurance Company, Columbus, Ohio, or at such other date, time or place
as the parties may mutually agree (the "Closing Date"). The Closing Date shall
be effective as of 11:59 p.m. EST on the Closing Date.
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SECTION 3. PURCHASE PRICE. The purchase price for the Shares shall be
calculated prior to Closing, but in no event shall such amount exceed Five
Million Dollars ($5,000,000) (the "Purchase Price").
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby
represents, warrants and agrees as follows:
(a) CAPITAL STRUCTURE OF ASSOCIATES; TITLE TO SHARES. The
authorized capital stock of Associates consists of the Shares. The Shares are
duly authorized, validly issued, fully paid, non-assessable and free of
preemptive rights. As of the date hereof, the Shares are outstanding and issued
to Seller, and are free and clear of any lien, charge, proxy or encumbrance.
Seller has good and valid title to the Shares.
(b) AUTHORITY OF SELLER; NO CONFLICT. Seller has all requisite
corporate power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Seller and this
Agreement has been duly executed and delivered by Seller, acting through its
authorized officers, and constitutes the valid and legally binding obligation of
Seller, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, rehabilitation or similar laws affecting the
enforcement of creditors' rights generally or by insurance regulatory
authorities.
(c) NON-CONTRAVENTION. The execution, delivery and performance
by Seller of this Agreement does not and will not (i) violate the charter or
bylaws of Seller or Associates, (ii) give rise to any right of termination under
any material agreement to which Seller or Associates is a party, or (iii) result
in the creation of any lien on the Shares or any material lien on any material
asset of Associates.
(d) OPTIONS OR OTHER RIGHTS. There is no outstanding right,
subscription, warrant, call, unsatisfied preemptive right, option or other
agreement of any kind to purchase or otherwise to receive from Associates any of
the outstanding, authorized but unissued, unauthorized or treasury shares of the
capital stock or any other security of Associates and there is no outstanding
security of any kind convertible for or exchangeable into any such capital
stock.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
hereby represents, warrants, and agrees as follows:
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(a) AUTHORITY; NO CONFLICT. Purchaser has all requisite
corporate power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Purchaser and this
Agreement has been duly executed and delivered by Purchaser, acting through its
authorized officers, and constitutes the valid and legally binding obligation of
Purchaser, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, rehabilitation or similar laws affecting the
enforcement of creditors' rights generally or by insurance regulatory
authorities.
SECTION 6. EVENTS OF TERMINATION.
(a) If the Closing has not taken place prior to December 31,
1999, this Agreement shall terminate, unless it is extended by agreement between
Seller and Purchaser, which shall not be unreasonably withheld provided such
delay is due solely to regulatory delay which is not the result of action or
inaction of either Seller or Purchaser.
(b) This Agreement may be terminated at any time by mutual
agreement of Seller and Purchaser in writing.
SECTION 7. ASSIGNMENT AND AMENDMENT. None of the rights or obligations
of any party hereto may be assigned or delegated in whole or in part without the
consent in writing of the other party hereto. This Agreement may be amended only
by a writing signed by all parties hereto.
SECTION 8. SURVIVAL. The respective representations, warranties,
obligations, covenants, and agreements of Seller and Purchaser contained herein
shall not survive this Agreement, except with respect to Sections 4(a) and (d)
which shall survive.
SECTION 9. MISCELLANEOUS. This Agreement embodies the entire agreement
and understanding between Seller and Purchaser with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
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SECTION 10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio and shall be binding
upon and shall inure to the benefit of the parties hereto and their successors
and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly entered into as of the date first above written.
PURCHASER:
NATIONWIDE FINANCIAL SERVICES, INC.
By: ___________________________________
Xxxx X. Xxxxxxxx
Senior Vice President-Finance and
Treasurer
SELLER:
NATIONWIDE MUTUAL INSURANCE COMPANY
By: ___________________________________
Xxxxxxx X. Xxxxxxxxx
Senior Vice President-Claims and
Financial Services
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