1
EXHIBIT 10(u)
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
TEAM, INC.
AND
▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC.
JUNE 30, 1997
2
TABLE OF CONTENTS
Page
----
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) "Accredited Investor" . . . . . . . . . . . . . . . . . . . . 1
(b) "Adverse Consequences" . . . . . . . . . . . . . . . . . . . . 1
(c) "Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . 1
(d) "Buyer" . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(e) "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(f) "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . 1
(g) "Common Stock" . . . . . . . . . . . . . . . . . . . . . . . . 1
(h) "Confidential Information" . . . . . . . . . . . . . . . . . . 2
(i) "Indemnified Party" . . . . . . . . . . . . . . . . . . . . . 2
(j) "Indemnifying Party" . . . . . . . . . . . . . . . . . . . . 2
(k) "Knowledge" . . . . . . . . . . . . . . . . . . . . . . . . . 2
(l) "Ordinary Course of Business" . . . . . . . . . . . . . . . . 2
(m) "Party" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(n) "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(o) "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . 2
(p) "SEC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(q) "Securities Act" . . . . . . . . . . . . . . . . . . . . . . 2
(r) "Securities Exchange Act" . . . . . . . . . . . . . . . . . . 2
(s) "Seller" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(t) "Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(u) "Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . 2
(v) "Third Party Claim" . . . . . . . . . . . . . . . . . . . . . 2
2. Purchase and Sale of Shares . . . . . . . . . . . . . . . . . . . . . 2
(a) Basic Transaction . . . . . . . . . . . . . . . . . . . . . . 3
(b) Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) The Closing . . . . . . . . . . . . . . . . . . . . . . . . . 3
(d) Deliveries at the Closing . . . . . . . . . . . . . . . . . . 3
3. Representations and Warranties of the Seller . . . . . . . . . . . . 3
(a) Organization, Qualification, and Corporate Power . . . . . . . 3
(b) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Authorization of Transaction . . . . . . . . . . . . . . . . . 4
(d) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . 4
(e) Brokers' Fees . . . . . . . . . . . . . . . . . . . . . . . . 5
(f) Investment Disclosure . . . . . . . . . . . . . . . . . . . . 5
(g) Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . 5
(h) Legal Compliance . . . . . . . . . . . . . . . . . . . . . . . 5
3
(i) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(j) Section 801 Military Housing Projects . . . . . . . . . . . . 5
(k) Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Representations and Warranties of the Buyer . . . . . . . . . . . . . 6
(a) Organization of the Buyer . . . . . . . . . . . . . . . . . . 6
(b) Authorization of Transaction . . . . . . . . . . . . . . . . . 6
(c) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . 6
(d) Brokers' Fees . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Investment . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Post-Closing Covenants . . . . . . . . . . . . . . . . . . . . . . . 7
(a) Further Actions . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Confidential Information . . . . . . . . . . . . . . . . . . . 7
6. Remedies for Breaches of This Agreement . . . . . . . . . . . . . . . 7
(a) Survival of Representations and Warranties . . . . . . . . . . 7
(b) Indemnification Provisions for Benefit of the Buyer . . . . . 8
(c) Indemnification Provisions for Benefit of the Seller . . . . . 8
(d) Matters Involving Third Parties . . . . . . . . . . . . . . . 8
(e) Determination of Adverse Consequences . . . . . . . . . . . . 9
(f) Other Indemnification Provisions . . . . . . . . . . . . . . . 9
7. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(a) Press Releases and Public Announcements . . . . . . . . . . . 9
(b) No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . 9
(c) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 9
(d) Succession and Assignment . . . . . . . . . . . . . . . . . . 10
(e) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 10
(f) Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(g) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(h) Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 11
(i) Amendments and Waivers . . . . . . . . . . . . . . . . . . . . 11
(j) Severability . . . . . . . . . . . . . . . . . . . . . . . . . 11
(k) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(l) Construction . . . . . . . . . . . . . . . . . . . . . . . . . 12
(m) Incorporation of Exhibits and Schedules . . . . . . . . . . . 12
4
EXHIBITS AND SCHEDULES:
Exhibit A - Registration Rights Agreement
Exhibit B - Standstill and Voting Agreement
Schedule I - Exceptions to Representations and Warranties
Concerning the Seller and Its Subsidiaries
Schedule II - Exceptions to the Buyer's Representations and Warranties
Concerning the Transaction
5
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into on this
the 30th day of June, 1997, by and between Team, Inc. (the "Seller") and
▇▇▇▇▇▇▇▇▇ International, Inc. (the "Buyer"). The Buyer and the Seller are
referred to collectively herein as the "Parties."
INTRODUCTION
The Parties have entered into that certain Alliance Agreement, dated
June 30, 1997 (the "Alliance Agreement"). Buyer is to purchase from the
Seller, and the Seller is to issue to the Buyer, 650,000 newly issued shares
of Common Stock of the Seller in return for cash, and this Agreement sets forth
the terms and conditions of such purchase of shares.
AGREEMENT
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.
1. Definitions.
(a) "Accredited Investor" has the meaning set forth in
Regulation D promulgated under the Securities Act.
(b) "Adverse Consequences" means all actions, suits,
proceedings, hearings, investigations, charges, complaints, claims, demands,
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.
(c) "Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act.
(d) "Buyer" has the meaning set forth in the preface above.
(e) "Closing" has the meaning set forth in Section 2(c) below.
(f) "Closing Date" has the meaning set forth in Section 2(c)
below.
Stock Purchase Agreement/Page 1
6
(g) "Common Stock" means Seller's common stock, $0.30 par
value per share.
(h) "Confidential Information" means any information
concerning the businesses and affairs of the Seller and its Subsidiaries that
is not already generally available to the public.
(i) "Indemnified Party" has the meaning set forth in Section
6(d) below.
(j) "Indemnifying Party" has the meaning set forth in Section
6(d) below.
(k) "Knowledge" means actual knowledge without independent
investigation.
(l) "Ordinary Course of Business" means the ordinary course of
business consistent with pas custom and practice (including with respect to
quantity and frequency).
(m) "Party" has the meaning set forth in the preface above.
(n) "Person" means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, or a governmental entity (or any department,
agency, or political subdivision thereof).
(o) "Purchase Price" has the meaning set forth in Section 2(b)
below.
(p) "SEC" means the Securities Exchange Commission.
(q) "Securities Act" means the Securities Act of 1933, as
amended.
(r) "Securities Exchange Act" means the Securities Exchange
Act of 1934, as amended.
(s) "Seller" has the meaning set forth in the preface above.
(t) "Shares" means 650,000 shares of Common Stock.
(u) "Subsidiary" means any corporation with respect to which a
specified Person (or a Subsidiary thereof) owns a majority of the common stock
or has the power to vote or direct the voting of sufficient securities to elect
a majority of the directors.
(v) "Third Party Claim" has the meaning set forth in Section
6(d) below.
Stock Purchase Agreement/Page 2
7
2. Purchase and Sale of Shares.
(a) Basic Transaction. On and subject to the terms and
conditions of this Agreement, the Buyer hereby purchases from the Seller, and
the Seller hereby sells to the Buyer, Shares for the consideration specified
below in this Section 2.
(b) Purchase Price. The Buyer agrees to pay to the Seller at
the Closing a purchase price equal to $1,950,000 (the "Purchase Price") in cash
payable by wire transfer or delivery of other immediately available funds.
(c) The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place simultaneously with
execution of this Agreement at the offices of Chamberlain, Hrdlicka, White,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ in Houston, Texas, commencing at 10:00 a.m. local time on the
date first above written or such other date as the Buyer and the Seller may
mutually determine (the "Closing Date"). The Closing is conditioned on receipt
of approval from the American Stock Exchange for the listing of the Shares.
(d) Deliveries at the Closing. At the Closing, (i) the
Parties will mutually execute and deliver the Registration Rights Agreement in
substantially the form of Exhibit A hereto and the Standstill and Voting
Agreement in substantially the form of Exhibit B hereto and (ii) the Buyer will
deliver to the Seller the consideration specified in Section 2(b) above in the
manner described below. The Seller will deliver to the Buyer stock
certificates representing the Shares immediately after its receipt of approval
from the American Stock Exchange for the listing of the Shares. On the date
hereof, Buyer shall deliver the consideration specified in Section 2(b) above
to the trust account of Chamberlain, Hrdlicka, White, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, which
shall hold such amount in escrow pending delivery by Seller to Buyer of stock
certificates representing the Shares. Such delivery of certificates shall
occur no later than five business days after the date hereof.
3. Representations and Warranties of the Seller. The Seller
represents and warrants to the Buyer that the statements contained in this
Section 3 are correct and complete as of Closing Date, except as set forth in
the Schedule I attached hereto.
(a) Organization, Qualification, and Corporate Power. Each of
the Seller and its Subsidiaries is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation. Each of the Seller and its Subsidiaries is duly authorized to
conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required, except where the lack of such
qualification would not have a material adverse effect on the financial
condition of the Seller and its Subsidiaries taken as a whole. Each of the
Seller and its Subsidiaries has full corporate
Stock Purchase Agreement/Page 3
8
power and authority to carry on the businesses in which it is engaged and to
own and use the properties owned and used by it.
(b) Capitalization. The entire authorized capital stock of
the Seller consists of 10,000,000 shares of Common Stock, of which 5,169,542
shares are issued and outstanding and 9,700 are held in treasury and 500,000
shares of preferred stock, $100 par value per share, none of which is issued
and outstanding. Upon consummation of the transactions contemplated herein,
the Shares shall constitute duly authorized, validly issued, fully paid, and
nonassessable shares of Common Stock. Except as disclosed on Section 3(b) of
the Schedule I, there are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts or commitments that could require the Seller to issue, sell, or
otherwise cause to become outstanding any of its capital stock. Except as
disclosed on Section 3(b) of the Schedule I, there are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or similar
rights with respect to the Seller.
(c) Authorization of Transaction. The Seller has full power
and authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of the Seller,
enforceable in accordance with its terms and conditions.
(d) Noncontravention. To the Knowledge of the Seller, neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which any of
the Seller and its Subsidiaries is subject or any provision of the charter or
bylaws of any of the Seller and its Subsidiaries, or (ii) conflict with, result
in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement contract, lease, license, instrument, or
other arrangement to which the Seller or the Subsidiaries is a party or by
which it is bound or to which any of its respective assets is subject, except
where such violation would not have a material adverse effect on the financial
condition of the Seller and its Subsidiaries taken as a whole or on the ability
of the Parties to consummate the transactions contemplated by this Agreement.
To the Knowledge of any of the Seller, except for appropriate reports to the
SEC pursuant to the Securities Exchange Act and the rules and regulations
thereunder, none of the Seller and its Subsidiaries needs to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of
any person in order for the Parties to consummate the transactions contemplated
by this Agreement, except where the failure to give notice, to file, or to
obtain any authorization, consent, or approval would not have any adverse
effect on the financial condition of the
Stock Purchase Agreement/Page 4
9
Seller and its Subsidiaries taken as a whole or on the ability of the Parties
to consummate the transactions contemplated by this Agreement.
(e) Brokers' Fees. The Seller has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement.
(f) Investment Disclosure. Included in Section 3(f) of
Schedule I are copies of the Seller's most recent Form 10-K Report to the SEC
and Proxy Statement pursuant to the Securities Exchange Act and all reports
that Seller has filed with the SEC pursuant to the Securities Exchange Act
since its most recent Form 10-K. Such forms are true and correct in all
material respects both as of the dates that Seller filed such forms and as of
the date hereof, except as otherwise disclosed on Schedule I.
(g) Subsidiaries. All of the issued and outstanding shares of
capital stock of each Subsidiary of the Seller have been duly authorized and
are validly issued, fully paid, and nonassessable. One of the Seller and its
Subsidiaries holds of record and owns beneficially all of the outstanding
shares of each Subsidiary of the Seller.
(h) Legal Compliance. To the knowledge of the Seller, each of
the Seller and its Subsidiaries has complied with all applicable laws
(including statutes, rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings and charges thereunder) of federal, state, local, and
foreign governments (and all agencies thereof) and including without
limitation, laws relating to the generation, management, handling,
transportation, treatment, storage, disposal, delivery, discharge, release or
emission of any "hazardous waste," "hazardous substance," or "pollutant" under
any such laws, including the Comprehensive Environmental Response, Compensation
and Liability Act (42 U.S.C. Section 9601 et seq.) and/or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), except where
the failure to comply would not have a material adverse effect upon the
financial condition of the Seller and its Subsidiaries taken as a whole.
(i) Litigation. To the knowledge of the Seller, except as set
forth on Schedule I attached hereto, there is no suit, action, proceeding,
investigation or inquiry pending or threatened (or any basis therefore), at law
or in equity or before any court, tribunal, governmental department,
commission, board, body, agency or instrumentality, domestic or foreign,
against Seller which affects or could have a material adverse effect on the
financial condition of Seller and its Subsidiaries as a whole.
(j) Section 801 Military Housing Projects. Seller has no
indebtedness associated with the Property as that term is defined in that
certain Agreement of Sale, dated September 13, 1996, by and among Fort ▇▇▇▇▇
801, Inc., Pensacola 801, Inc., Portales 801,
Stock Purchase Agreement/Page 5
10
Inc., and U.S. National Housing L.L.C. ( the "801 Agreement"). To the
knowledge of the Seller, Seller (as defined in this Agreement) and "Seller," as
defined in the 801 Agreement, are in compliance with all of the representations
and warranties in the 801 Agreement (but only to the extent such warranties and
representations are applicable and survive the closing of the sale of the
Property under the terms of the 801 Agreement), except where the failure to
comply would not have a material adverse effect upon the financial condition of
the Seller and its Subsidiaries taken as a whole.
(k) Disclosure. The representations and warranties contained
in this Agreement and the information contained in Schedule I attached hereto
are true and correct in all material respects and do not contain any untrue
statement of a material fact or omit to state a fact necessary to make the
statements contained therein and herein not misleading. Except as set forth
herein, in the financial statements provided to Buyer, or in Schedule I
attached hereto, there is no fact known to Seller which causes or could have a
material adverse effect on the financial condition of Seller and its
Subsidiaries taken as a whole.
4. Representations and Warranties of the Buyer. The Buyer
represents and warrants to the Sellers that the statements contained in this
Section 4 are correct and complete as of the Closing Date.
(a) Organization of the Buyer. The Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Buyer has full power
and authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of the Buyer,
enforceable in accordance with its terms and conditions. The Buyer need not
give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement, other than any reports to the SEC
required pursuant to the Securities Exchange Act and the rules and regulations
thereunder.
(c) Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated
hereby, will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Buyer is subject or any
provision of its charter or bylaws or conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument, or other arrangement
to which the Buyer is a party or by which it is bound or to which any of its
assets is subject.
Stock Purchase Agreement/Page 6
11
(d) Brokers' Fees. The Buyer has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which any Seller could
become liable or obligated.
(e) Investment. Except as otherwise specifically provided in
the Registration Rights Agreement, the Buyer (A) understands that the Shares
have not been, and will not be, registered under the Securities Act, or under
any state securities laws, and are being offered and sold in reliance upon
federal and state exemptions for transactions not involving any public
offering, (B) is acquiring the Shares solely for its own account for investment
purposes, and not with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act, (C) is a
sophisticated investor with knowledge and experience in business and financial
matters, (D) has been represented by independent attorneys, accountants, and
knowledgeable advisors who are sophisticated and knowledgeable with respect to
business and financial matters, (E) has agreed to purchase the Shares through
arms-length negotiations between Buyer and Seller, (F) has received certain
information concerning the Seller and has had the opportunity to obtain
additional information as desired in order to evaluate the merits and the risks
inherent in holding the Shares, and (G) is able to bear the economic risk and
lack of liquidity inherent in holding the Shares.
5. Post-Closing Covenants.
(a) Further Actions. In case at any time after the Closing
any further action is necessary to carry out the purposes of this Agreement,
each of the Parties will take such further action (including the execution and
delivery of such further instruments and documents) as any other Party
reasonably may request, all at the sole cost and expense of the requesting
Party (unless the requesting Party is entitled to indemnification therefor
under Section 6 below).
(b) Confidential Information. In furtherance of the Alliance
Agreement and this Agreement, the Seller and its Subsidiaries have permitted
the Buyer to have access to certain personnel and other information pertaining
to each of the Seller and its Subsidiaries. The Buyer will treat and hold as
such any Confidential Information it has received or receives in the future in
connection with this Agreement or the other agreements contemplated hereunder,
and it will not use any of the Confidential Information except in connection
with this Agreement and the agreements contemplated hereunder, and, if this
Agreement or the agreements contemplated hereunder are terminated, it will
return to the Seller all tangible embodiments (and all copies) of the
Confidential Information which are in its possession.
Stock Purchase Agreement/Page 7
12
6. Remedies for Breaches of This Agreement.
(a) Survival of Representations and Warranties. All of the
representations and warranties of the Parties contained in Sections 3 and 4
above shall survive the Closing (unless the damaged Party knew of any
misrepresentation or breach of warranty at the time of Closing) and continue in
full force and effect for a period of two years.
(b) Indemnification Provisions for Benefit of the Buyer. In
the event the Seller breaches any of its representations, warranties, and
covenants contained herein and, if there is an applicable survival period
pursuant to Section 6(a) above, provided that the Buyer makes a written claim
for indemnification against the Seller pursuant to Section 7(g) below within
such survival period, then the Seller agrees to indemnify the Buyer from and
against any Adverse Consequences the Buyer shall suffer through and after the
date of the claim for indemnification caused proximately by the breach. To the
extent the Adverse Consequences the Buyer has suffered by reason of all such
breaches reaches an aggregate ceiling equal to the Purchase Price, the Seller
will have no obligation to indemnify the Buyer from and against further such
Adverse Consequences.
(c) Indemnification Provisions for Benefit of the Seller. In
the event the Buyer breaches any of its representations, warranties, and
covenants contained herein, and, if there is an applicable survival period
pursuant to Section 6(a) above, provided that the Seller makes a written claim
for indemnification against the Buyer pursuant to Section 7(g) below within
such survival period, then the Buyer agrees to indemnify the Seller from and
against the entirety of any Adverse Consequences the Seller shall suffer
through and after the date of the claim for indemnification (but excluding any
Adverse Consequences the Seller shall suffer after the end of any applicable
survival period) caused proximately by the breach.
(d) Matters Involving Third Parties.
(i) If any third party shall notify any Party (the
"Indemnified Party") with respect to any matter (a "Third Party Claim")
which may give rise to a claim for indemnification against any other
Party (the "Indemnifying Party") under this Section 6, then the
Indemnified Party shall promptly (and in any event within five business
days after receiving notice of the Third Party Claim) notify each
Indemnifying Party thereof in writing.
(ii) Any Indemnifying Party will have the right to assume and
thereafter conduct the defense of the Third Party Claim with counsel of
his or its choice reasonably satisfactory to the Indemnified Party;
provided, however, that the Indemnifying Party will not consent to the
entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of
Stock Purchase Agreement/Page 8
13
the Indemnified Party (not to be withheld unreasonably) unless the
judgment or proposed settlement involves only the payment of money
damages and does not impose an injunction or other equitable relief upon
the Indemnified Party.
(iii) Unless and until an Indemnifying Party assumes the defense
of the Third Party Claim as provided in Section 6(d)(ii) above, however,
the Indemnified Party may defend against the Third Party Claim in any
manner it reasonably may deem appropriate.
(iv) In no event will the Indemnified Party consent to the entry
of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of each of the
Indemnifying Parties (not to be withheld unreasonably).
(e) Determination of Adverse Consequences. The Parties shall
make appropriate adjustments for tax benefits and insurance coverage in
determining Adverse Consequences for purposes of this Section 6. All
indemnification payments under this Section 6 shall be deemed adjustments to
the Purchase Price.
(f) Other Indemnification Provisions. The indemnification
provisions in this Section 6 are in addition to, and not in derogation of, any
statutory, equitable, or common law remedy any Party may have for breach of
representation, warranty, or covenant; provided, however, that the Buyer
acknowledges and agrees that the foregoing indemnification provisions in this
Section 6 shall be the exclusive remedy of the Buyer for any breach of the
representations and warranties in Section 4 above provided further, however,
that nothing in this Section 6(f) shall be construed to limit Buyer's rights
and remedies under the Securities Act and the Securities Exchange Act.
7. Miscellaneous.
(a) Press Releases and Public Announcements. No Party shall
issue any press release or make any public announcement relating to the subject
matter of this Agreement prior to the Closing without the prior written
approval of the Buyer and the Seller; provided, however, that any Party may
make any public disclosure it believes in good faith is required by applicable
law or any listing or trading agreement concerning its publicly-traded
securities (in which case the disclosing Party will use its reasonable efforts
to advise the other Parties prior to making the disclosure).
(b) No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.
Stock Purchase Agreement/Page 9
14
(c) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the Parties and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they have related in any way to the
subject matter hereof.
(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and the Seller.
(e) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The Section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(g) Notices. All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below.
If to the Seller: Team, Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: Chamberlain, Hrdlicka, White, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Stock Purchase Agreement/Page 10
15
If to the Buyer: ▇▇▇▇▇▇▇▇▇ International, Inc.
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇.▇. ▇▇▇▇▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
General Counsel
▇▇▇▇▇▇▇▇▇ International, Inc.
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any Party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Parties notice in the manner herein set forth.
(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Texas without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Texas or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Texas.
(i) Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
the Buyer and the Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
Stock Purchase Agreement/Page 11
16
(j) Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
(k) Expenses. Each of the Parties will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.
(m) Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
SELLER:
TEAM, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Chairman of the Board and President
Stock Purchase Agreement/Page 12
17
BUYER:
▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President and Chief Executive Officer
Stock Purchase Agreement/Page 13
18
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
19
EXHIBIT B
STANDSTILL AND VOTING AGREEMENT