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Exhibit 10.7
SHARE REPURCHASE AGREEMENT
by and among
The Stockholders of the RTK Group, Inc. listed on Schedule 1 hereto
and
THE RTK GROUP, INC.
June 14, 1999
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SHARE REPURCHASE AGREEMENT
AGREEMENT, dated as of June 14, 1999 (this "Agreement"), between the
parties listed on Schedule 1 hereto (each a "Seller" and collectively, the
"Sellers") and The RTK Group, Inc. ("RTK").
W I T N E S S E T H:
WHEREAS, RTK wishes to purchase all of the Purchased Shares for the
Purchase Price; and
WHEREAS, the Sellers have agreed to sell to RTK all of the Purchased
Shares in exchange for the Purchase Price;
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
I. DEFINITIONS
The following terms shall have the following respective meanings for
all purposes of this Agreement:
"Agreement" means this Share Purchase Agreement, as it may be from time
to time amended, including the Schedules hereto.
"Purchase Price" means $4,000,000 (Four Million Dollars) in the
aggregate and $1.00 per Purchased Share.
"Purchased Shares" means the capital stock of RTK held by each Seller
in the amount set forth opposite such Seller's name under the column RTK SHARES
on SCHEDULE 1 hereto.
II. THE REPURCHASE
Section 2.1 REPURCHASE. Each of the Sellers hereby sells, conveys,
assigns, transfers and delivers to RTK, and RTK hereby accepts, the number of
Purchased Shares set forth opposite such Seller's name under the column RTK
SHARES on SCHEDULE 1 hereto and RTK hereby delivers to each Seller such Seller's
portion of the Purchase Price in the amount set forth opposite such Seller's
name under the column CONSIDERATION on SCHEDULE 1.
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III. REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to RTK that:
Section 3.1 DUE AUTHORIZATION. Such Seller has full right, power and
authority to enter into this Agreement and the other documents required to be
delivered by it hereunder, to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. This
Agreement has been duly executed and delivered by such Seller. This Agreement is
and each other agreement contemplated hereby to which such Seller will be a
party will be, upon execution and delivery thereof by such Seller, a legal,
valid and binding obligation of such Seller, enforceable against it in
accordance with its terms (except as enforceability may be limited by any
applicable bankruptcy, insolvency or other laws affecting creditors' rights
generally or by general principles of equity, regardless of whether such
enforceability is considered in equity or at law).
Section 3.2 NO CONFLICT. Neither the execution and delivery of this
Agreement or any of the other documents contemplated hereby nor the consummation
of the transactions contemplated hereby or thereby by such Seller will (a)
conflict with, result in a breach or violation of or constitute (or with notice
or lapse of time or both constitute) a default under, (i) any law, statute,
regulation, order, judgment or decree or (ii) any instrument, contract or other
agreement to which such Seller is a party or by which such Seller or any of its
properties or assets is subject or bound, or (b) result in the creation of, or
give any party the right to create, any lien, charge, option, security interest
or other encumbrance upon the Purchased Shares owned by such Seller.
Section 3.3 OWNERSHIP OF PURCHASED SHARES. Such Seller owns, of record
and beneficially, the number of Purchased Shares set forth opposite such
Seller's name under the column RTK SHARES on SCHEDULE 1, free and clear of all
claims, charges, equities, liens (including Tax liens), security interests,
pledges, mortgages or encumbrances whatsoever ("Liens"). Upon consummation of
the transactions contemplated hereby, RTK will have good and valid title to the
Purchased Shares, free and clear of any Liens other than Liens created by RTK.
The Purchased Shares have been duly authorized and validly issued and are
fully-paid and non-assessable. There are no outstanding options, warrants,
convertible securities, calls, rights, commitments, preemptive rights,
agreements, instruments or understandings of any character to which such Seller
is a party or by which such Seller is bound, obligating RTK to issue, deliver or
sell, or cause to be issued, delivered or sold, contingently or otherwise,
additional shares of its capital stock or any securities or obligations
convertible into or exchangeable for such shares or to grant, extend or enter
into any such option, warrant, convertible security, call, right, commitment,
preemptive right or agreement. There are no outstanding obligations, contingent
or otherwise, to which such Seller is a party or by which such Seller is bound,
obligating RTK to purchase, redeem or otherwise acquire any of its capital
stock. Such Seller is not a party to any voting trust agreement or other
contract, agreement, arrangement, commitment, plan or understanding restricting
transfer or otherwise relating to voting, dividend or other rights with respect
to the capital stock of RTK.
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IV. REPRESENTATIONS AND WARRANTIES OF RTK
RTK hereby represents and warrants to each Seller that:
Section 4.1 DUE AUTHORIZATION. It has full right, power and authority
to enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by RTK. This Agreement is a legal, valid and binding
obligation of RTK, enforceable against it in accordance with its terms (except
as enforceability may be limited by any applicable bankruptcy, insolvency or
other laws affecting creditors' rights generally or by general principles of
equity, regardless of whether such enforceability is considered in equity or at
law).
Section 4.2 NO CONFLICT. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby or
thereby by RTK will conflict with, result in a breach or violation of or
constitute (or with notice or lapse of time or both constitute) a default under,
(i) any law, statute, regulation, order, judgment or decree or (ii) any
instrument, contract or other agreement to which RTK is a party or by which RTK
or any of its properties or assets is subject or bound.
V. MISCELLANEOUS
Section 5.1 ENTIRE AGREEMENT. This Agreement, including the Schedules
hereto and the other instruments, agreements and documents delivered pursuant to
this Agreement, contains all of the terms, conditions and representations and
warranties agreed upon by the parties relating to the subject matter of this
Agreement and supersedes all prior agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written, respecting such
subject matter. No party shall be deemed to make any representation, warranty or
covenant to any other party with respect to this Agreement or the transactions
contemplated hereby except for the representations, warranties and covenants
contained herein (including the Schedules hereto and any documents delivered
pursuant hereto).
Section 5.2 HEADINGS. The headings contained in this Agreement are
intended solely for convenience and shall not affect the rights of the parties
to this Agreement.
Section 5.3 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.
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Section 5.4 ASSIGNMENT. This Agreement may not be assigned by any party
without the prior written consent of the other parties.
Section 5.5 COUNTERPARTS. This Agreement may be signed in two or more
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this Agreement. For purposes of this Agreement, a facsimile copy of
a party's signature shall be sufficient to bind such party.
Section 5.6 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the law of the State of New Jersey, without regard
to the conflicts of laws principles thereof.
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IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement as of the date set forth above.
THE RTK GROUP, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc.,
As custodian for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Family Trust
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Family Trust
/s/ Signature Indecipherable
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By:
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SCHEDULE 1
Seller Rtk Shares Consideration
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,320,573 $1,320,573
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,251,100 $1,251,100
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 4,704 $4,704
▇▇▇▇▇▇ ▇▇▇▇▇ 6,246 $6,246
▇▇▇▇ ▇▇▇▇▇▇ 9,051 $9,051
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 66,496 $66,496
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 6,246 $6,246
▇. ▇. ▇▇▇▇▇▇▇ & Sons, Inc., as
custodian for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3,157 $3,157
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 13,533 $13,533
▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,035 $1,035
▇▇▇▇▇▇▇▇▇ Family Trust 624,578 $624,578
▇▇▇▇▇▇ Family Trust 693,281 $693,281