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Title: |
Securities Purchase Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 5KB of 57KB total |
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Price: |
$48 |
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ID: |
#1002346 |
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This Securities Purchase Agreement (this "AGREEMENT") is dated October 15,
2004, between Lynch Corporation, an Indiana corporation (the "Company"), and
Venator Merchant Fund L.P., a Delaware limited partnership (the "PURCHASER").
WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule
506 promulgated thereunder, the Company desires to issue and sell to the
Purchaser, and the Purchaser desires to purchase from the Company, approximately
$1,800,000 of Common Stock on the Closing Date and on the terms set forth
herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants
contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and the
Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:
"ACTION" shall have the meaning ascribed to such term in Section 3.1(j).
"AFFILIATE" means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 144.
"AUTHORIZATION" has the meaning ascribed to such term in Section 3.1(e).
"BUSINESS DAY" means any day except Saturday, Sunday and any day that shall
be a federal legal holiday or a day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to
close.
"CLOSING" means the closing of the purchase and sale of the Common Stock
pursuant to Section 2.1.
"CLOSING DATE" means the date of the Closing, which shall be the date
hereof.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common stock of the Company, $0.01 par value per
share, and any securities into which such common stock may hereafter be
reclassified.
"COMPANY PARTY" has the meaning ascribed to such term in Section 4.6.
"EFFECTIVE DATE" means the date that the Registration Statement is first
declared effective by the Commission.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"GOVERNMENTAL ENTITY" has the meaning ascribed to such term in Section
3.1(e).
"LAW" has the meaning ascribed to such term in Section 3.1(e).
"LIEN" means a lien, charge, security interest, encumbrance, right of first
refusal or other restriction.
"MATERIAL ADVERSE EFFECT" has the meaning ascribed to such term in Section
3.1(b).
"ORDER" has the meaning ascribed to such term in Section 3.1(d).
"PER SHARE PURCHASE PRICE" means $13.173 (being an amount equal to the
average of the closing prices of the Common Stock on the American Stock Exchange
for the sixty (60) consecutive Trading Days ending October 13, 2004).
"PERSON" means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof)
or other entity of any kind.
"PURCHASER PARTY" has the meaning ascribed to such term in Section 4.5.
"REGULATION D" has the meaning ascribed to such term in Section 3.1(n).
"REGISTRATION STATEMENT" means a registration statement meeting the
requirements set forth in the Registration Rights Agreement and covering the
resale by the Purchaser of the Shares.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated the date of this Agreement, between the Company and the Purchaser, in the
form of Exhibit A hereto.
"RULE 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"SEC REPORTS" has the meaning ascribed to such term in Section 3.1(h).
"SECURITIES" means the Shares.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARE AMOUNT" has the meaning ascribed to such term in Section 2.1.
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