STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 7th day of
January, 1998, by and among The Heico Companies, L.L.C. ("Buyer"), and
Hemisphere Investment LP, a stockholder (the "Seller") of Xxxxxxxxx-Ceco
Corporation (the "Company").
WHEREAS, the Seller owns and desires to sell to Buyer 541,611 shares
of common stock of Xxxxxxxxx-Ceco Corporation (the "Shares"); and
WHEREAS, Buyer desires to purchase the Shares;
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. Purchases. The purchase price for the Shares shall be $10.00
per share (the "Purchase Price"). Buyer shall purchase and the Seller shall
sell Shares in the amounts and on the dates set forth below.
Shares to Purchase
Purchase Date be Purchased Price
January 7, 1998 491,611 $4,916,110
June 2, 1998 50,000 500,000
Total 541,611 $5,416,110
SECTION 2. CLOSING
2.1. Closing. Each transfer of the Shares (a "Closing") shall occur
at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx at 10:00 a.m. on the date of purchase.
2.2. Deliveries by Buyer.
2.2.1. Closing. At each Closing, the Buyer shall deliver the
following to the Seller:
(a) the Purchase Price for Seller's Shares to be sold at such
Closing; 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 each Closing, Seller shall deliver the
following to Buyer:
(a) the Shares to be sold at such Closing via Depositary Trust
Company transfer; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated hereby.
2.4. Reorganizations and Changes in Capitalization. If there shall
be any stock split, reverse stock split, merger, or similar reorganization,
recapitalization or other transaction, affecting generally the capital stock of
the Company, or any extraordinary dividend or stock dividend paid on or with
respect to such stock (other than ordinary and customary cash dividends),
appropriate adjustments shall be made hereunder with respect to the Purchase
Price and the proxies granted herein so that the aggregate relative rights and
obligations of the parties hereto shall not be affected by any such action.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to the Buyer as of the date hereof and
as of the Closing, as follows:
3.1. Authority. The Seller has full legal capacity and 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.
3.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and binding obligation of the Seller,
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
Seller of this Agreement or the performance by the Seller of its obligations
hereunder.
3.3. Shares. The Seller is the sole legal and beneficial owner of
the Shares 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, voting agreements, transfer
restriction agreements, indentures, security agreements or any other limitation,
encumbrance or restriction of any kind.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer hereby represents and warrants to the Seller as of the date
hereof and as of the Closing, as follows:
4.1. Authority. The 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.
4.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and legally binding obligation of the Buyer,
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 the Buyer of this Agreement or the
performance by the Buyer of its obligations hereunder.
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. COVENANTS
6.1. Proxy. Seller hereby revokes any and all proxies heretofore
granted with respect to its Shares and, until June 2, 1998 or such longer period
as this Agreement remains in effect, hereby irrevocably appoints, in accordance
with Section 212 of the Delaware General Corporation Law, the Chairman and Chief
Executive Officer, the Assistant Secretary, the President or any Vice President
(from time to time) of Buyer, and each of them, as attorney-in-fact and proxy of
the Seller to attend any and all meetings of the stockholders of the Company and
to vote its Shares, and to represent and otherwise to act for the Seller in the
same manner and with the same effect as if the Seller were personally present
and to act by consent in the same manner and with the same effect as if the
Seller were executing such consent, with respect to any matter; provided,
however, that notwithstanding anything to the contrary contained in this Section
6.1, from and after the date of any failure by Buyer to pay the Purchase Price
for that portion of the Shares to be purchased by Buyer on a particular Purchase
Date as specified in Section 1 (hereinafter a "Buyer Default"), this proxy shall
immediately thereafter be, without further action by Seller, revoked and of no
further force, effect or validity as to such Shares and as to all other Shares
scheduled to be purchased after such Purchase Date. Seller agrees that, so long
as this Agreement remains in effect, such Seller will not execute or deliver to
others any proxy with respect to its Shares and will promptly provide Buyer with
copies of any shareholders' communications received by the Seller and will not
take any other action inconsistent with this proxy. Except as set forth in this
Section 6.1, the foregoing appointment shall (a) be irrevocable, and (b) be
deemed coupled with an interest in that Buyer has obtained the right to purchase
the Shares hereunder.
6.2. Shares. Seller hereby covenants and agrees that the Seller will
not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of
the Shares or grant any rights with respect to the Shares, including, without
limitation, any registration rights with respect to the Shares held by Seller,
or enter into any agreement with respect thereto, except pursuant to the terms
hereof and except that this restriction shall terminate and shall not apply
after a Buyer Default.
SECTION 7. GENERAL PROVISIONS
7.1. 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.
7.2. Expenses. Each party to this Agreement shall pay its own costs
and expenses in connection with the transactions contemplated hereby.
7.3. 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.
7.4. 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.
THE HEICO COMPANIES, L.L.C.
By:
Its:
HEMISPHERE INVESTMENT LP
By:_________________________, its
general partner
By:
Its:
