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Stock Purchase & Registration Rights Agreement

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Exhibit 2.3


STOCK PURCHASE & REGISTRATION RIGHTS AGREEMENT


This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 1998, is made and entered into by and between Americable, Inc., a Minnesota corporation (the "Investor") and Vicom, Inc., a Minnesota corporation (the "Company").


WHEREAS, the Investor has effective December 31, 1998, acquired one million three hundred fifty thousand (1,350,000) common shares (the "Securities") of Vicom, Inc., pursuant to the terms and conditions of an Asset Purchase Agreement between Enstar Networking Corporation and Company dated as of December 31, 1998 (the "Asset Purchase Agreement").


WHEREAS, it is a condition to the obligations of the parties to the Asset Purchase Agreement to enter into this Agreement.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


I. Sales and Securities. The Company hereby sells and transfers the Securities to the Investor for the consideration set forth in the Asset Purchase Agreement and subject to the additional terms and conditions of this Agreement.


II. Investor Representations. The Investor has been advised that these Securities have not been registered under the Securities Act of 1933, as amended, because in the opinion of the Company the sale of Securities to the Investor is an exempt transaction under the Securities Act of 1933, as amended. The Investor acknowledges that the Company's reliance on the exemption under that Securities Act of 1933, as amended, is predicated upon the representations made by the Investor in this Agreement. The Company has also advised the Investor that these Securities are not being and have not been registered under the Minnesota Securities Law because in the opinion of the Company the transaction is exempt from registration under the Minnesota Securities Law.


The Investor hereby represents to the Company that these Securities are being acquired for investment for the Investor's own account and not with current intention to resell or otherwise distribute these Securities in contravention of Section 5 of the Securities Act of 1933, as amended, or applicable State Laws. In making these representations, the Investor understands that the exemptions under the Securities Act of 1933, as amended may not be applicable to this transaction if the Investor intends to acquire these Securities for resale or distribution on behalf of other persons or entities. The Investor also acknowledges that resale or distribution of these


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Securities may result in the Investor being deemed an "underwriter" within the meaning of Section 2 (11) of the Securities Act of 1933, as amended, which could give rise to civil and criminal liabilities.


The Investor warrants that its financial condition is presently adequate to justify its investment in these Securities and the Investor warrants that is experienced in investments and business matters and is aware of the financial risks involved in investing in the Company's Securities.


The Investor acknowledges receipt of all financial and business information related to the Company and its business, which it considers necessary and advisable to form a decision concerning this investment. The Investor has discussed the Company's business activities (including future plans) and the Company's financial statements with its officers and does not desire any further information or data concerning the Company. The Investor acknowledges that the Company has offered and agreed to supply the Investor, and its accountants and attorneys, with any information, data, memorandums, financial statements or corporate records which pertain to the Company, and the Investor has been given full access to all corporate records and financial statements of the Company.


The Investor will refrain from transferring or otherwise disposing of any of the Securities, or any interest therein, in such manner as to cause the Company to be in violation of the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities or blue sky laws.


The Investor agrees that the following legend shall be placed on the Securities to be issued by the Company:


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE THE SUBJECT OF A STOCK
PURCHASE AND REGISTRATION RIGHTS AGREEMENT SIGNED BY THE OWNER OF THESE
SECURITIES AND HENCE THESE SECURITIES MAY NOT BE SOLD, ASSIGNED,
DISTRIBUTED, PLEDGED, TRADED, TRANSFERRED OR OTHERWISE DISPOSED OF
WITHOUT COMPLYING WITH THE TERMS AND CONDITIONS OF SAID INVESTMENT LETTER,
WHICH IS INCORPORATED HEREIN BY REFERENCE.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR
OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING
THAT SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION
FOR VALUE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


THE ARTICLES OF INCORPORATION OF THE CORPORATION SET FORTH THE RIGHTS,
PREFERENCE, PRIVILEGES, RESTRICTIONS AND OTHER MATTERS RELATING TO THE 8%
CLASS A CUMULATIVE CONVERTIBLE PREFERRED STOCK AND 10% CLASS B CONVERTIBLE
PREFERRED STOCK AND AUTHORIZE THE BOARD OF DIRECTORS TO FURTHER DESIGNATE
AND DIVIDE THE REMAINING SHARES OF UNDESIGNATED SHARES OF CAPITAL STOCK
INTO ONE OR MORE ADDITIONAL CLASSES OR SERIES AND TO ESTABLISH THE


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RELATIVE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS RELATING THERETO.
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE
ISSUED. THE BOARD OF DIRECTORS HAS AUTHORITY TO DETERMINE THE RELATIVE
RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES WITHOUT SHAREHOLDER
APPROVAL.


III. Representations and Warranties of the Company. The Company hereby
makes the following representations and warranties to the Investor
which representations and warranties survive the acquisition of the
Securities by the Investor:


1. Corporate Existence and Power. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Minnesota. The Company has all corporate powers and authority and all governmental licenses, authorizations, consents and approvals (collectively, the "Permits") required to carry on its business as now conducted, except where the failure to obtain such Permits, individually or in the aggregate, would not have a Material Adverse Effect (as defined below) on the Company. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. The Company has made available to the Company true and complete copies of the Company's articles of incorporation and bylaws as currently in effect. For purposes of this Agreement, a "Material Adverse Effect" means a material adverse effect, on the condition (financial or otherwise), business, assets or properties of the Company or on the ability of the Company to perform its obligations hereunder. For purposes of this Agreement, any reference to any event, change or effect being "material" means an event, change or effect, whether existing or prospective, which is material in relation to the condition (financial or otherwise), business, assets or properties of the Company or on the ability of the Company to perform its obligations hereunder.


2. Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (whether considered in a proceeding in equity or at law).


3. Consents; Approvals. The execution, delivery and performance by the Company of the Agreement and the consummation of the transactions contemplated hereby by the Company require no action, by or in respect of, notices to, or filing with, any governmental body, agency, official or authority or any third party, other than those that have been or will be taken or made in a timely manner.


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4. Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (except in the case of clauses (b), (c), and (d) of this Section 4, for any such matters that, individually or in the aggregate, have not had, and will not have, a Material Adverse Effect on the Company) (a) contravene or conflict with the articles of incorporation or by laws of the Company (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its properties or assets, (c) constitute a default under or give rise to a right of termination, cancellation, restriction or acceleration of any right or obligation of the Company or to a loss of any benefit to which the Company is entitled under any provision of any agreement, contract or other instrument binding upon or applicable to the Company or any of its properties or assets or any license, franchise, permit or other similar authorization held by or applicable to the Company, or (d) result in the creation or imposition of any Lien on any asset of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such ass
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