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Stock Purchase Agreement

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STOCK PURCHASE AGREEMENT


Stock Purchase Agreement, dated as of April 27, 2000 (this "Agreement"), among FNC Holdings Inc., a New York Corporation (the "Seller"), Cypress Merchant Banking Partners, L.P., a Delaware limited partnership ("CMBP"), and Cypress Garden Ltd., a Cayman Islands exempted company with limited liability ("Cypress Garden"; together with CMBP, the "Cypress Entities").


WITNESSETH:


WHEREAS, on the Closing Date (defined below), the Cypress Entities desire to make an additional investment in the Seller, through the purchase from the Seller of 2,801,204 shares of its common stock, par value $1.00 per share (the "Stock"); and


WHEREAS, the Seller has agreed to sell to the Cypress Entities, and the Cypress Entities have agreed to purchase from the Seller, such shares of Stock, all pursuant to the terms and conditions of this Agreement; and


WHEREAS, the Seller and the Cypress Entities desire to set forth herein certain representations, warranties and covenants made by each to the other as an inducement to the consummation of the transactions contemplated hereby; and


NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:


SECTION 1. Defined Terms. For purposes of this Agreement, the term:


"Closing" is defined in Section 3.


"Closing Date" is defined in Section 3.


"Governmental Entity" means any court or tribunal in any jurisdiction or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality.


"Lien" means any mortgage, chattel mortgage, deed of trust, pledge, claim, charge, attachment, security interest, financing statement, encumbrance, lien, easement, restriction, judgment, segregation, charge, deposit arrangement, conditional sales contract or other contractual restriction of any nature whatsoever upon any of the assets of any Person.


2
2


"Person" means an individual, corporation, partnership,
limited liability company, joint venture, association, trust,
governmental authority or body, unincorporated organization, other
entity or group.


SECTION 2. Purchase of Stock. (a) On the terms and subject to the conditions of this Agreement, the Seller shall, at the Closing and on the Closing Date, sell, transfer, convey and deliver to CMBP, and CMBP shall purchase from the Seller, 2,663,282 shares of Stock (the "CMBP Purchased Stock") for the cash purchase price of $14,261,449.85 (the "CMBP Purchase Price").


(b) On the terms and subject to the conditions of this Agreement, the Seller shall, at the Closing and on the Closing Date, sell, transfer, convey and deliver to Cypress Garden, and Cypress Garden shall purchase from the Seller, 137,922 shares of Stock (the "Cypress Garden Purchased Stock") for the cash purchase price of $738,550.15 (the "Cypress Garden Purchase Price").


(c) On the terms and subject to the conditions of this Agreement, at the Closing and on the Closing Date, (i) Cypress Garden shall pay, or cause to be paid, to the Seller by wire transfer in immediately available funds to one or more bank accounts designated by the Seller an aggregate amount equal to the Cypress Garden Purchase Price; (ii) CMBP shall pay, or cause to be paid, to the Seller by wire transfer in immediately available funds to one or more bank accounts designated by the Seller, an aggregate amount equal to the CMBP Purchase Price and (iii) the Seller shall deliver to the Cypress Entities (A) a certificate, registered in CMBP's name, representing the CMBP Purchased Stock and (B) a certificate, registered in Cypress Garden's name, representing the Cypress Garden Purchased Stock.


SECTION 3. Closing Date. The closing (the "Closing") of the purchase and sale of the Stock provided for in Section 2 shall take place at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York at 10:00 a.m., New York City time, on April 27, 2000, or at such other place and time or on such other date as the parties may agree. The date on which the Closing occurs is herein called the "Closing Date".


SECTION 4. Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to each of the Cypress Entities as of the date hereof and as of the Closing on the Closing Date that:


(i) Execution and Validity of Agreement. The Seller is a
corporation duly organized, validly existing
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