Looking for an agreement? Search from over 1 million agreements now.

Stock Purchase Agreement

This is an actual contract by Maxxam.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this " Agreement" ), dated May 25, 2006, is by and among MAXXAM Inc., a Delaware corporation (" MAXXAM" ), Scion Qualified Value Fund, a Series of Scion Qualified Funds, LLC, a Delaware limited liability company (" SQVF" ) and Scion Value Fund, a Series of Scion Funds, LLC, a Delaware limited liability company (" SVF" ), and collectively with SQVF, the " Sellers" ). RECITALS WHEREAS, SQVF is the beneficial and record holder of 546,541 shares (the " SQVF Shares" ) of common stock of MAXXAM, par value of $0.50 per share (" MAXXAM Common Stock" ); and WHEREAS, SVF is the beneficial and record holder of 157,559 shares (the " SVF Shares" ) of MAXXAM Common Stock; and WHEREAS, the Sellers wish to sell, and MAXXAM wishes to purchase, all of the SQVF Shares and SVF Shares on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE 1 - PURCHASE AND SALE OF THE MAXXAM SHARES 1.1 On the terms and subject to the conditions of this Agreement, SQVF hereby sells and MAXXAM hereby purchases from SQVF the SQVF Shares, and SVF hereby sells and MAXXAM hereby purchases from SVF the SVF Shares. The purchase price for such shares is $31.70 per each share of MAXXAM Common Stock, or an aggregate amount of $17,325,349.70 payable to SQVF (the " SQVF Purchase Price" ) and $4,994,620.30 payable to SVF (the " SVF Purchase Price" ). 1.2 Closing of the purchase and sale of the SQVF Shares and the SVF Shares (the " Closing" ) shall take place at the offices of Andrews Kurth LLP, 600 Travis Street, Suite 4200, Houston, Texas 77002, on June 2, 2006 or as soon thereafter as practicable. At the Closing, the Sellers shall deliver and surrender to MAXXAM upon receipt of the payment specified below, one or more certificates evidencing the SQVF Shares and the SVF Shares, in each case accompanied by appropriate instruments of transfer duly endorsed by the respective Seller, transferring the SQVF Shares and SVF Shares to MAXXAM. At the Closing, MAXXAM shall deliver to SQVF the SQVF Purchase Price and to SVF the SVF Purchase Price in immediately available funds by means of wire transfer to the accounts designated by Sellers and as set forth on Schedule A attached hereto. ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF MAXXAM MAXXAM represents and warrants to the Sellers as follows: 2.1 Authority . MAXXAM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MAXXAM has full corporate power and authority, without the consent or approval of any other person, to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. All corporate action required to be taken by or on behalf of MAXXAM to authorize the execution, delivery and performance of this Agreement has been duly and properly taken.


2.2 Validity . This Agreement is duly executed and delivered and constitutes a lawful, valid and binding obligation of MAXXAM, enforceable against MAXXAM in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by MAXXAM is not prohibited by, does not violate, conflict with, or require consent under any provision of, and does not result in a default under (a) the charter or bylaws of MAXXAM; (b) any material contract, agreement or other instrument to which MAXXAM is a party or by which MAXXAM is bound; (c) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to MAXXAM; or (d
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |