1
EXHIBIT 2.2
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH
CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.
STOCK PURCHASE AGREEMENT
among
ASSET ALLIANCE CORPORATION,
ASSET ALLIANCE HOLDING CORP.
and
THE SHAREHOLDERS OF
MILESTONE INVESTMENT GROUP INC.
-----------------------------------
Dated as of July 8, 1996
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TABLE OF CONTENTS
STOCK PURCHASE AGREEMENT.....................................................1
SUMMARY OF TRANSACTION.......................................................1
ARTICLE I..............................................................1
SALE OF STOCK AND TERMS OF PAYMENT...............................1
1.01 The Sale.............................................1
1.02 Consideration.........................................1
ARTICLE II.............................................................3
REPRESENTATIONS AND WARRANTIES OF SELLERS .......................3
2.01 Organization; Qualification..........................3
2.02 Capitalization.......................................3
2.03 Title to Stock.......................................3
2.04 Investments..........................................3
2.05 Authority Relative to this Agreement.................4
2.06 Consents and Approvals; No Violation.................4
2.07 Financial Statements.................................4
2.08 Undisclosed Liabilities..............................4
2.09 Title and Condition of Assets........................5
2.10 No Real Property.....................................5
2.11 Certain Contracts and Arrangements...................5
2.12 Legal Proceedings, Etc...............................5
2.13 Taxes................................................6
2.14 Compliance with Law..................................6
2.15 Full Disclosure......................................6
ARTICLE III............................................................7
REPRESENTATIONS AND WARRANTIES OF BUYER..........................7
3.01 Organization.........................................7
3.02 Authority Relative to this Agreement.................7
3.04 Acquisition of Stock for Investment..................7
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ARTICLE IV.............................................................7
THE CLOSING AND CERTAIN CLOSING DELIVERIES.......................7
4.01 Time and Place of Closing............................7
4.02 Deliveries by Sellers................................7
4.03 Deliveries by Buyer..................................8
ARTICLE V..............................................................8
POST-CLOSING COVENANTS...........................................8
5.01 Expenses.............................................8
5.02 Further Assurances...................................8
5.03 Indemnification......................................9
ARTICLE VI ............................................................9
MISCELLANEOUS PROVISIONS.........................................9
6.01 Amendment and Modification...........................9
6.02 Waiver of Compliance.................................9
6.03 Survival.............................................9
6.04 Notices.............................................10
6.05 Assignment..........................................10
6.06 Governing Law.......................................10
6.07 Suits in New York...................................11
6.08 Counterparts........................................11
6.09 Entire Agreement....................................11
-----------------------------------
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EXHIBITS AND SCHEDULES
Page and Section
Exhibits Description Reference
-------- ----------- ----------------
A Stock Ownership 1 [ss.1.01]
B Gross Revenue Targets 1 [ss.1.02(b)]
Page and Section
Schedules Description Reference
--------- ----------- ----------------
2.07 Financial Statements 4 [ss.2.07]
2.11 Certain Contracts 4 [ss.2.11]
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 8, 1996, among Xxxxx X.
Xxxxxxx and Xxxxxx X. Xxxxx (collectively "Sellers" and each individually a
"Seller"), Asset Alliance Corporation, a Delaware corporation ("AAC"), and Asset
Alliance Holding Corp., a Delaware corporation ("Buyer").
SUMMARY OF TRANSACTION
Buyer owns 50% of the issued and outstanding shares of capital stock
of Milestone Investment Group Inc., a Delaware corporation (the "Company"), and
Sellers own 50% of the issued and outstanding shares of capital stock of the
Company. Buyer desires to purchase, and Sellers desire to sell, all 300 of the
shares of the Company's common stock, $.01 par value ("Common Stock") held by
Sellers, upon the terms and subject to the satisfaction of the conditions set
forth in this Agreement.
To effect such transaction and in consideration of the mutual
covenants, representations, warranties and agreements hereinafter set forth, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
SALE OF STOCK AND TERMS OF PAYMENT
1.01 The Sale. Upon the terms and subject to the satisfaction of the
conditions contained in this Agreement, at the Closing (as hereinafter defined)
each Seller will sell, assign, transfer and deliver to Buyer, and Buyer will
purchase and acquire from each Seller, the number of shares of Common Stock (the
"Purchase Shares") set forth opposite each Seller's name on Exhibit A hereto.
1.02 Consideration. (a) Upon the terms and subject to the
satisfaction of the conditions contained in this Agreement, in consideration of
the aforesaid sale, assignment, transfer and delivery of the Purchase Shares,
Buyer will pay to Sellers an aggregate purchase price of $637,500 (the "Purchase
Price") plus any Earn-Out payments made pursuant to subparagraph (b) hereof plus
any options issued pursuant to subparagraph (c) hereof. Xxxxx X. Xxxxxxx
("Xxxxxxx") shall receive eighty percent (80%) of the Purchase Price ($510,000)
and of any Earn-Out payments under subparagraph (b) hereof, and Xxxxxx X. Xxxxx
shall receive twenty percent (20%) of the Purchase Price ($127,500) and of any
Earn- Out payments under subparagraph (b) hereof. In addition, within 45 days
after the Closing, Buyer shall pay to the Sole Stockholders an aggregate of
$22,975 (representing the Company's cash capital account in the Partnership, as
hereinafter defined) in such proportions and in such manner as the Sole
Stockholders shall designate in writing to Buyer.
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(b) Earn-Out Payments. In the event that the Company's aggregate
gross revenues (without deduction for any liabilities, obligations, costs,
expenses, accruals or reserves of the Company) for the period from the date
hereof through December 31, 1996 and for calendar years 1997 and 1998 exceed the
gross revenue targets for such periods reflected in Exhibit B hereto (for each
such period, the "Target Revenue Amount"), Buyer shall make Earn-Out payments
under this subparagraph (b) to Sellers (80% to Xxxxxxx and 20% to Xxxxx),
promptly after the Company receives its year-end financial statements for each
such period, in an aggregate amount equal to one-half of the amount by which the
Company's gross revenues for each such period exceeds the Target Revenue Amount
for such period (provided that if and when the aggregate of all revenues
relating to any such period that are actually received in cash by the Company
during such period on a non-refundable basis exceeds the Target Revenue Amount
for such period then the Company shall during the remainder of such period pay
to Sellers their one-half share of the excess of such actually received revenues
over the Target Revenue Amount on a monthly basis through the end of such
period, with these payments to be adjusted and an adjusting payment made after
receipt of the year-end financial statements for such period). Notwithstanding
the foregoing, the maximum aggregate amount of all Earn-Out payments that Buyer
shall be obligated to make to Sellers under this Section 1.02(b) shall not
exceed $637,500. (c) AAC Stock Options. In connection with the Sellers' sale of
the Purchase Shares to Buyer and as additional consideration therefor, Buyer
agrees that each of the Sellers will be granted a contractual right to receive
ten-year options ("Options") to purchase shares of AAC's Common Stock, par value
$.01 per share ("AAC Common Stock") covering such number of shares as shall be
determined as hereinafter contemplated by reference to the increases in the
Company's gross revenues with respect to each calendar year commencing with 1996
and continuing each year thereafter (the "Relevant Years") over the Baseline
Amount. For such purpose, the "Baseline Amount" shall mean the greater of (a)
$637,500 (the "Initial Baseline Amount"), or (b) the Company's greatest amount
of revenues generated in any single prior Relevant Year. After receipt of
financial statements of the Company for each of the Relevant Years, if the gross
revenues of the Company in such Relevant Year exceed the Baseline Amount (the
amount by which such gross revenues exceed the Baseline Amount being referred to
as the "Revenue Increase"), then the Sellers shall receive Options (two-thirds
of which shall be issued to Xxxxxxx and one-third of which shall be issued to
Xxxxx) to purchase such number of shares of AAC Common Stock as are determined
by multiplying the Revenue Increase by 0.25 and dividing the resulting amount by
the then applicable Option exercise price (as hereafter described).
Notwithstanding the foregoing, the Sellers shall receive no additional Options
with respect to Revenue Increases which relate to revenues in any Relevant Year
which exceed two times the Initial Baseline Amount. The exercise price of any of
the Options issued prior to completion of an underwritten initial public
offering of AAC Common Stock (the "IPO") shall be equal to $7.50 per share,
provided, however, that if the IPO thereafter occurs at an offering price per
share (the "Offering Price") other than $15, the exercise price of such Options
shall be adjusted to equal one half (1/2) of the Offering Price). Options
granted by AAC after the IPO shall have an exercise price equal to the market
price of AAC's Common Stock on the date of grant. AAC agrees to issue Options to
the Sellers in accordance with the foregoing provisions in satisfaction of
Buyer's obligation to deliver such Options hereunder.
ARTICLE II
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REPRESENTATIONS AND WARRANTIES
OF SELLERS
As an inducement to Buyer to enter into this Agreement, each Seller
jointly and severally represents and warrants to Buyer that as of the date
hereof.
2.01 Organization; Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now conducted.
The Company is qualified or registered as a foreign corporation in each of the
jurisdictions in which it conducts business.
2.02 Capitalization. The total authorized capital stock of the
Company consists of 3,000 shares of Common Stock, of which 600 shares are issued
and outstanding. Each Seller represents as to himself that he owns beneficially
and of record such number of shares of Common Stock as are set forth opposite
his name in Exhibit A hereto. Other than this Agreement, there is no
subscription, option, warrant, call, right, agreement or commitment relating to
the issuance, sale, delivery or transfer (including any right of conversion or
exchange under any outstanding security or other instruments) by the Company, or
by any Seller, of the Common Stock or other capital stock of the Company. There
are no outstanding contractual obligations of the Company to repurchase, redeem
or otherwise acquire any outstanding shares of capital stock of the Company.
2.03 Title to Stock. Each Seller represents as to himself that he
owns the shares of Common Stock listed opposite his name in Exhibit A hereto
free and clear of all pledges, security interests, liens, charges, encumbrances,
equities, claims, options or limitations affecting his ability to vote such
shares or to transfer such shares to Buyer. At the Closing each Seller will
transfer, assign and deliver good title to such shares of Common Stock to Buyer,
free and clear of all pledges, security interests, liens, charges, encumbrances,
equities, claims, options or limits of whatever nature.
2.04 Investments. Except for a 99% limited partnership interest in
Milestone Global Advisors L.P., a Delaware limited partnership (the
"Partnership"), the Company has no equity or similar investments, directly or
indirectly, in or with any subsidiary, corporation, partnership, association,
joint venture or other entity. Except as described in the Amended and Restated
Agreement of Limited Partnership of the Partnership, such investment in the
Partnership (i) is not subject to any restriction (contractual, statutory or
otherwise) which would impair the Company's ability to dispose of such
investment at any time, and (ii) is owned free and clear of any lien, claim,
charge, pledge, security interest, option or other legal or equitable
encumbrance.
2.05 Authority Relative to this Agreement. Each Seller represents
and warrants, as to himself, (a) that he has full legal power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, and (b) that this Agreement has been duly and validly
executed and delivered by such Seller and constitutes a valid and binding
obligation of such Seller, enforceable against him in accordance with its terms.
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2.06 Consents and Approvals; No Violation. Neither the execution and
delivery of this Agreement by Sellers, the sale by Sellers of the Purchase
Shares pursuant to this Agreement nor the consummation of the transactions
contemplated by this Agreement will (a) conflict with or result in any breach of
any provision of the Certificate of Incorporation or By-Laws (or other similar
governing documents) of the Company, (b) require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority other than those that have been made or obtained; (c)
result in a default (or give rise to any right of termination, cancellation or
acceleration) under the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, agreement or other instrument or obligation to
which the Company is a party or by which the Company or any of its assets may be
bound; (d) result in the creation of any encumbrance, security interest, equity
or right of others upon any of the properties or assets of the Company or under
the terms, conditions or provisions of any agreement, instrument or obligation
to which the Company or any of its assets may be bound or affected; or (e)
violate any order, writ, injunction, decree, law, statute, rule or regulation
applicable to the Sellers or the Company or any of its assets.
2.07 Financial Statements. Sellers have previously furnished to
Buyer the financial information and statements attached hereto as Schedule 2.07
(collectively referred to hereinafter as the "Financial Statements"). The
balance sheets included in the Financial Statements (including the related notes
thereto) present fairly the financial position of the Company or of Milestone
Plus Partners L.P., as the case may be, as of their respective dates, and the
related income statements included in the Financial Statements (including the
related notes thereto) present fairly the gross revenues or the results of
operations of the Company or of Milestone Plus Partners L.P., as the case may
be, for the periods then ended, all in conformity with generally accepted
accounting principles applied on a consistent basis, except as otherwise noted
therein.
2.08 Undisclosed Liabilities. Neither the Company nor the
Partnership has any liabilities or obligations, secured or unsecured (whether
absolute, accrued, contingent or otherwise, and whether due or to become due),
which are not fully reflected or reserved against in the Financial Statements,
except those which have been incurred in the ordinary course of business since
the date thereof, and neither of the Sellers know of any basis for any claim
against the Company or the Partnership of any liability or obligation of such
nature not fully reflected or reserved against in the Financial Statements.
2.09 Title and Condition of Assets. The Company and the Partnership
each has good and marketable title to all of the properties and assets which it
purports to own, including, without limitation, the properties reflected in the
Financial Statements (other than those which have been disposed of since the
date of the Financial Statements in the ordinary course of business consistent
with the practices of the Company or the Partnership in the last fiscal year),
free and clear of all liabilities, obligations, mortgages, security interests,
liens, claims, charges, title defects or other encumbrances.
2.10 No Real Property. Neither the Partnership nor the Company owns
or leases any real property.
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2.11 Certain Contracts and Arrangements. Except as listed in
Schedule 2.11 hereto or as reflected in the Financial Statements, neither the
Company nor the Partnership is a party to or bound by any written or oral: (a)
employment, consulting, compensation or similar agreement or understanding which
is not terminable at will by the Company or the Partnership, as the case may be,
(without penalty or liability on the part of the Company or the Partnership) on
30 or fewer days' notice; (b) indenture, mortgage, note, installment obligation,
agreement or other instrument relating to the borrowing of money in excess of
$1000 in any one case or $5,000 in the aggregate by the Company or the
Partnership or the guaranty of any obligation for the borrowing of money in
excess of $1000 in any one case or $5,000 in the aggregate by the Company or the
Partnership; or (c) agreement which (i) is not terminable by the Company or the
Partnership on 30 or fewer days' notice at any time without penalty, (ii) has a
remaining term, as of the date of this Agreement, of over one year in length of
obligation on the part of the Company or the Partnership; or (iii) involves the
receipt or payment by the Company or the Partnership on or after the date hereof
of more than $5,000. There is not, under any of the aforesaid obligations, any
default or event which, with notice or lapse of time, or both, would constitute
a default on the part of the Company or the Partnership, except such events of
default and other events as to which requisite waivers or consents have been
obtained or which would not, in the aggregate, have a material adverse effect on
the business, results of operations or financial condition of the Company or the
Partnership. Neither the Company nor the Partnership has any employees or
consultants.
2.12 Legal Proceedings, Etc. There is no claim, action, proceeding
or investigation which is pending or, to the best of Sellers' knowledge, any
basis for or any threatened claim, action, proceeding or investigation, against
or relating to the Company or the Partnership before any court, arbitrator or
governmental or regulatory authority or body acting in an investigative or
adjudicative capacity and neither the Company nor the Partnership is subject to
any outstanding order, writ, injunction or decree which adversely affects the
business, operations or financial condition of the Company or the Partnership.
2.13 Taxes.
(a) (i) All Tax Returns (as hereinafter defined) required to be
filed on or before the Closing Date have been filed by or on behalf of the
Company and all Taxes (as hereinafter defined) shown to be due on such Tax
Returns have been paid or provided for in full; (ii) all accruals or reserves
for Taxes reflected in the Financial Statements are adequate to cover Taxes
accruing with respect to or payable by the Company through the date thereof and
the Company has not incurred or accrued any liability for Taxes subsequent to
the periods covered by such Financial Statements other than in the ordinary
course of business; (iii) all Tax Returns filed or required to be filed on or
before the Closing by the Company are or will be true, correct and complete in
all material respects; (iv) no Tax Return of the Company has been audited by the
relevant authorities, and the Company has not received any notice that any Tax
Return is under examination; (v) no extension of the statute of limitations with
respect to any claim for Taxes has been granted by the Company; and (vi) there
are no liens for Taxes upon the assets of the Company except liens for Taxes not
yet due.
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(b) For purposes of this Agreement, the term "Taxes" shall mean all
taxes, charges, fees, levies or other assessments, including, without
limitation, income, gross receipts, excise, property, sales, transfer, gains,
use, value added, withholding, license, occupation, privileges, payroll and
franchise taxes, imposed by the United States, or any state, local or foreign
government or subdivision or agency thereof; and such term shall include any
interest, penalties or additions to tax attributable to such assessments. For
purposes of this Agreement, the term "Tax Return" shall mean any report,
statement, return or other information required to be supplied by the Company to
a taxing authority in connection with Taxes.
2.14 Compliance with Law. The Company and the Partnership have each
conducted their business in compliance with, and are in compliance with, all
applicable foreign, federal, state and local laws and regulations and all
orders, judgments, decrees or rules of any foreign, federal or state court or
governmental authority, or regulatory agency or authority.
2.15 Full Disclosure. All information furnished in the Schedules
hereto is correct and complete in all respects. No representation or warranty of
any Seller and no information, Schedule or certificate furnished or to be
furnished by or on behalf of any Seller to Buyer, its affiliates or its agents
pursuant to or in connection with this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statement contained herein or therein not
misleading.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as follows:
3.01 Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now conducted.
3.02 Authority Relative to this Agreement. Buyer has full corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by requisite corporate action taken on the part of Buyer and
no other corporate proceedings on the part of Buyer are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by Buyer and
constitutes a valid and binding obligation of Buyer, enforceable against Buyer
in accordance with its terms.
3.04 Acquisition of Stock for Investment. Buyer is acquiring the
shares of Common Stock for investment and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling such shares of Common Stock. Buyer agrees that such
shares of Common Stock may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the Securities
Act of 1933, as amended, except pursuant to an exemption from registration
available under such Act.
ARTICLE IV
THE CLOSING AND CERTAIN CLOSING DELIVERIES
4.01 Time and Place of Closing. Upon the terms and subject to
satisfaction or waiver of the conditions contained in this Agreement, the
closing of the transactions contemplated by this Agreement (the "Closing") is
subject in all respects to and will take place simultaneously with (or as
promptly as practical after) the closing of the transactions contemplated by the
Securities Purchase Agreement dated the date hereof among AAC, the Sellers and
AJG Financial Services, Inc. The effective time of the Closing is hereinafter
referred to as the "Closing Date".
4.02 Deliveries by Sellers. At the Closing, Sellers will deliver to
Buyer the following:
(a) One or more stock certificates representing all of the Purchase
Shares, accompanied by stock powers duly executed in blank or duly executed
instruments of transfer and any other documents that are necessary to transfer
to Buyer good and marketable title to the Purchase Shares;
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(b) The stock books, stock ledger, minute books and corporate seal
of the Company; and
(c) All other documents, instruments and writings required to be
delivered by Sellers pursuant to this Agreement or otherwise required in
connection herewith.
4.03 Deliveries by Buyer. At the Closing, Buyer will deliver the
following to or for the account of Sellers:
(a) The Purchase Price to be paid to Sellers at Closing as
contemplated by Section 1.03(a) by wire transfer in immediately available funds;
and
(b) All other documents, instruments and writings required to be
delivered by Buyer pursuant to this Agreement or otherwise required in
connection herewith.
ARTICLE V
POST-CLOSING COVENANTS
5.01 Expenses. Except as otherwise provided herein, Sellers and
Buyer shall each bear their own costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby. Specifically,
acquisition-related expenses will be paid by the party for whose benefit the
expenses were incurred and not by the Company.
5.02 Further Assurances. Subject to the terms and conditions of this
Agreement, each of the parties hereto will use all reasonable efforts to take,
or cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the sale of the Purchase Shares and the other
transactions contemplated by this Agreement. From time to time after the date
hereof Sellers will, at their own expense and without further consideration,
execute and deliver such documents to Buyer as Buyer may reasonably request in
order more effectively to vest in Buyer good title to the Purchase Shares and to
more effectively consummate the transactions contemplated by this Agreement.
5.03 Indemnification.
(a) Sellers jointly and severally agree to save, defend and
indemnify Buyer against and hold it harmless from any and all claims,
liabilities, losses, costs and expenses, of every kind, nature and description,
fixed or contingent (including, without limitation, counsel's fees and expenses
in connection with any action, claim or proceeding relating thereto or seeking
enforcement of Sellers' obligations hereunder) ("Losses"), arising out of any
breach of any representation, warranty, covenant or agreement made by Sellers
under this Agreement.
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(b) Buyer agrees to save, defend and indemnify Sellers against and
hold them harmless from any and all claims, liabilities, losses, costs and
expenses, of every kind, nature and description, fixed or contingent (including,
without limitation, counsel's fees and expenses in connection with any action,
claim or proceeding relating thereto), arising out of any breach of any
representation, warranty, covenant or agreement made by Buyer under this
Agreement.
(c) ****[This subsection has been omitted pursuant to the
confidential treatment request referenced on the cover page hereto. The omitted
portion has been filed separately with the Commission.]****
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.01 Amendment and Modification. This Agreement may be amended,
modified or supplemented only by a written instrument executed by all of Sellers
and Buyer.
6.02 Waiver of Compliance. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the benefits thereof only by a written instrument signed by the party granting
such waiver, but any such waiver, or the failure to insist upon strict
compliance with any obligation, covenant, agreement or condition herein, shall
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure or breach.
6.03 Survival. Each and every representation, warranty, covenant and
agreement contained in this Agreement or in any document delivered pursuant to
or in connection with this Agreement shall survive the Closing and shall not be
affected by any investigation made by any party. Neither party will, however,
have any liability to the other arising out of the breach of any representation
or warranty contained in Article II or III hereof unless the party claiming that
such breach occurred delivers to the other parties written notice and a
reasonably full explanation of the alleged breach on or before the second
anniversary of the date of this Agreement.
6.04 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by facsimile
transmission, telexed or mailed by reputable overnight delivery service or by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other address as any party shall
specify by like notice; provided that notices of a change of address shall be
effective only upon receipt thereof):
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(a) if to any of Sellers, at such
person's address as set forth on the
signature pages hereof;
(b) if to Buyer or AAC to:
Asset Alliance Holding Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
Telecopier No.: 000-000-0000
with a copy to:
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopier No.: 000-000-0000
6.05 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, personal representatives, successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party hereto without the prior
written consent of the other parties (other than any assignment by Buyer to an
affiliate of Buyer or to any party which purchases all of the capital stock or
substantially all of the assets of the Company or any successor to the business
of the Company, which may be made without any such consents). Any purported
assignment in violation of the provisions hereof shall be void.
6.06 Governing Law. This Agreement shall be governed by the laws of
the State of New York, without regard to the conflict of laws principles
thereof, as to all matters, including but not limited to matters of validity,
construction, effect, performance and remedies.
6.07 Suits in New York. The parties agree that any action or
proceeding relating in any way to this Agreement or the transactions
contemplated hereby shall, if Buyer so elects, be brought and enforced in the
Supreme Court of the State of New York for the County of New York or in the
United States District Court for the Southern District of New York, and the
parties hereby waive any objection to jurisdiction or venue in any such
proceeding commenced in or removed to such courts.
6.08 Counterparts. This Agreement may be executed in any number of
counterparts, and by any party on separate counterparts, each of which as so
executed and delivered shall be deemed an original, but all of which together
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement as to any party hereto to produce or account for
more than one such counterpart executed and delivered by such party.
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6.09 Entire Agreement. This Agreement including the schedules,
exhibits, documents, certificates and instruments referred to herein embody the
entire agreement and understanding of the parties hereto in respect of the
transactions contemplated hereby and supersede all prior agreements and
understandings between the parties with respect thereto.
IN WITNESS WHEREOF, Sellers have executed this Agreement and Buyer
and AAC have each caused this Agreement to be executed by its duly authorized
officer, each as of the date first above written.
BUYER:
ASSET ALLIANCE HOLDING CORP.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SELLERS:
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Address: 0000 Xxxxx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Address: 000 Xxxx 00xx Xxxxxx, Apr. 27G
Xxx Xxxx, Xxx Xxxx 00000
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As to Section 1.02(c) Only:
ASSET ALLIANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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