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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 20KB total |
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Price: |
$40 |
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ID: |
#1290054 |
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STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT, dated as of April 25, 2001 (this
"Agreement"), among Jerome H. Kern ("JHK") and Mary Rossick Kern ("MRK") (JHK
--------- --- ---
and MRK are hereinafter referred to individually as a "Seller" and collectively
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as the "Sellers"), and Ascent Entertainment Group, Inc., a Delaware corporation
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("Buyer").
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RECITALS
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WHEREAS, Sellers desire to sell and Buyer desires to buy the number
of shares of the common stock, par value $0.01 per share (the "Common Stock"),
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of On Command Corporation, a Delaware corporation (the "Company"), referred to
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herein, all subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein, and upon the terms and subject to the conditions hereof, the
parties hereto agree as follows:
SECTION 1. PURCHASE AND SALE
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1.1 Purchase Price; Payment.
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(a) Subject to the terms and conditions contained herein, each
Seller hereby agrees to sell, transfer and assign to Buyer and Buyer hereby
agrees to purchase, acquire and accept from each Seller, the number of shares of
Common Stock set forth opposite such Seller's name on Schedule 1 hereto in
consideration of the payment to the Sellers of $25,200,000 (the "Purchase
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Price"), payable to Sellers by wire transfer of immediately available funds as
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specified in Section 1.1(b). The number of Purchased Shares (as defined below)
shall be appropriately adjusted to reflect any stock split, reverse split, stock
dividend or other reclassification or reorganization affecting the capital stock
of the Company the record date for which occurs after the date hereof and prior
to the Closing.
(b) At the Closing (as defined below), Buyer shall pay the
Purchase Price to Sellers by (i) paying to The Bank of New York ("BNY") that
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portion of the Purchase Price which is equal to the amount necessary to repay in
full all of JHK's obligations and liabilities under the Credit Agreement, dated
as of December 29, 2000, by and between JHK and BNY (the "Credit Agreement")
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(which amount will be confirmed with BNY prior to the Closing) and (ii) paying
the remainder of the Purchase Price to an account to be designated by JHK at
least one business day prior to the Closing. In connection with the payment of
the Purchase Price, JHK agrees to reasonably cooperate with Buyer and Liberty
Media Corporation ("LMC") and to take such actions as are reasonably necessary
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in order to (x) obtain confirmation from BNY of the amounts outstanding under
the Credit Agreement and (y) obtain the termination of LMC's obligations under
the guarantee (the "Guarantee") of JHK's obligations under the Credit Agreement
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made by LMC for the benefit of BNY.
<PAGE>
(c) The closing of the purchase and sale of the Purchased Shares
(the "Closing") shall be held at the offices of LMC on May 1, 2001, or at such
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other date and time as the parties may mutually agree. (The date on which the
Closing occurs is referred to as the "Closing Date").
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1.2 Representations and Warranties of Sellers.
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(a) JHK represents and warrants to Buyer that: (i) JHK owns the
shares of Common Stock set forth opposite his name on Schedule 1 (the "JHK
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