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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 9KB of 25KB total |
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Price: |
$33 |
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ID: |
#1521186 |
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STOCK PURCHASE AGREEMENT
DATED AS OF FEBRUARY 28, 2006
BY AND BETWEEN
ARISTOCRAT INTERNATIONAL PTY. LIMITED
AND
GHW ENTERPRISES, LLC
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of this 28th day of February, 2006, by ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158), a company organized under the laws of Australia (Buyer), and GHW ENTERPRISES, LLC a North Carolina limited liability company (Shareholder). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in the Annexure concerning definitions.
WHEREAS, Shareholder is the holder of shares in PokerTek, Inc. (the Company) (the Companys Common Stock)
WHEREAS, Buyer desires to purchase and Shareholder desires to sell upon the terms and conditions hereinafter set forth one hundred and five thousand six hundred (105,600) shares of the Companys Common Stock (the Shares).
NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
| 1.1. | Generally. Subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase and Shareholder agrees to sell, convey, assign, transfer and deliver to Buyer the Shares for the Purchase Price. |
| 1.2. | Purchase Price. The purchase price (the Purchase Price) for the Shares shall be payable in United States dollars upon the Closing Date. The Purchase Price shall equal the product obtained by multiplying (x) the total number of the Shares by (y) the average daily closing price of the Companys Common Stock on the Nasdaq National market during the thirty (30) consecutive trading days immediately preceding the 20th day of January, 2006. The Parties agree that the Purchase Price payable on the Closing Date will be an amount of USD 959,523.84. |
| 1.3 | Payment of the Purchase Price. The Purchase Price shall be paid to the Shareholder in cash (the Cash Payment) by wire transfer of immediately available funds to accounts designated by Shareholder. |
ARTICLE II
CLOSING
| 2.1. | Closing Date. The closing of the purchase and sale provided for herein (the Closing) shall take place on or before 5:00 p.m., North Carolina time, on 28 February, 2006 at the offices of the Company, or at such other place, time or date as may hereafter be mutually agreed upon in writing by the parties or as results from the provisions of this Agreement (the Closing Date). |
| 2.2. | Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer shall deliver to Shareholder, among the other deliveries required by this Agreement, in payment of the Purchase Price for the Shares, the Cash Payment. |
| 2.3. | Action by Shareholder. Subject to the terms and conditions herein contained, on the Closing Date, Shareholder shall deliver to Buyer, among the other deliveries required by this Agreement, an assignment and bill of sale transferring the Share(the Assignment and Bill of Sale). Immediately following the Closing, Shareholder will take such actions as are necessary to cause the Companys transfer agent to issue a stock certificate representing the Shares in the name of Buyer. |
ARTICLE III
REPRESENTATIONS AS TO THE SHAREHOLDER
Shareholder hereby represents and warrants to Buyer that all of the following representations and warranties are true and correct on the date hereof and as of the Closing Date as though made on the Closing Date..
| 3.1. | Authorization. This Agreement has been duly executed and delivered by Shareholder and constitutes the valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. Shareholder has full corporate power, capacity and authority to execute this Agreement, and all other agreements and documents contemplated hereby. |
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