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Title: |
Management Stock Purchase Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 9KB of 35KB total |
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Price: |
$42 |
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ID: |
#1524510 |
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<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>MANAGEMENT STOCK PURCHASE AGREEMENT-GARY WELLER
<TEXT>
MANAGEMENT STOCK PURCHASE AGREEMENT
THIS MANAGEMENT STOCK PURCHASE AGREEMENT, dated as of April 19,
2000 (this "Agreement"), is made by and among Outsourcing Solutions Inc., a
Delaware corporation (the "Company") and Gary Weller (the "Purchaser"). Except
as otherwise indicated, capitalized terms used herein are defined in Section 5
hereof.
The parties hereto agree as follows:
Section 1. Purchase and Sale of Voting Common Stock.
----------------------------------------
1A. Purchase and Sale. Subject to the terms and conditions set
forth herein, the Company will sell to the Purchaser, and the Purchaser will
purchase from the Company,13,344.01 shares of Voting Common Stock at a purchase
price of $37.47 per share.
1B. The Closing. The closing of the sale and purchase of the
Voting Common Stock hereunder (the "Closing") will take place at the offices of
Outsourcing Solutions Inc., 390 South Woods Mill Road, Suite 350, Chesterfield,
MO 63017. At the Closing, the Company will deliver to the Purchaser a
certificate or certificates evidencing the number of shares of Voting Common
Stock to be purchased by such Purchaser, registered in the name of such
Purchaser against payment of the purchase price therefor by delivery of (i)
$100,000 by means of a cashier's or certified check or checks of immediately
available funds or by wire transfer of immediately available funds to a bank
account designated by the Company and (ii) a $400,000 Promissory Note dated as
of the date hereof.
Section 2. Restrictions on Transfers.
-------------------------
2A. Restrictions.Restricted Securities are transferable pursuant
to (i) public offerings registered under the Securities Act, (ii) Rule 144 or
Rule 144A of the Securities and Exchange Commission (or any similar rule then in
force) if such rule is available, and (iii) subject to the conditions specified
in paragraph 2B, any other legally available means of transfer pursuant to the
Securities Act. Nothing herein shall be deemed to create any obligations on the
part of the Company, other than as set forth in the Stockholders Agreement dated
December 10, 1999 (the "Stockholders Agreement"), to register any offering of
Restricted Securities under the Securities Act or to cause the requirements for
sale pursuant to Rule 144 or Rule 144a to be satisfied.
2B. Procedure for Transfer. In connection with the transfer of
any Restricted Securities (other than a transfer referred to in clause (i) of
paragraph 2A above), the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion (reasonably satisfactory to the Company) of Kirkland &
Ellis or other counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Restricted Securities may be effected without registration of such Restricted
Securities under the Securities Act. In addition, if the holder of such
Restricted Securities delivers to the Company an opinion (reasonably
satisfactory to the Company) of such counsel to the effect that no subsequent
transfer of such Restricted Securities will require registration under the
Securities Act, the Company will promptly upon such contemplated transfer
deliver new certificates for such Restricted Securities which do not bear the
Securities Act Legend set forth in paragraph 4A below. If the Company is not
required to deliver new certificates for such Restricted Securities not bearing
such legend, the holder thereof will not transfer the same until the prospective
transferee has confirmed to the Company in writing its agreement to be bound by
the conditions contained in this paragraph and paragraph 4A.
Section 3. Representations and Warranties of the Company. The
Company hereby represents and warrants to the Purchaser that as of the Closing:
3A. Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to carry
on its businesses as now conducted and presently proposed to be conducted and to
carry out the transactions contemplated by this Agreement.
3B. Authorization; No Breach. The execution, delivery and
performance of this Agreement and all other agreements and transactions
contemplated hereby and thereby have been duly authorized by the Company. This
Agreement constitutes a valid and binding obligation of the Company enforceable
in accordance with its terms, subject to the availability of equitable remedies
and to the laws of bankruptcy and other similar laws affecting creditors' rights
generally. The execution and delivery by the Company of this Agreement and all
other agreements and instruments contemplated hereby and thereby to be executed
by the Company, and the offering, sale and issuance of the Voting Common Stock
hereunder, do not and will not (i) conflict with or result in a breach of the
terms, conditions or provisions of, (ii) constitute a default under, (iii)
result in the creation of any lien, security interest, charge or encumbrance
upon the Company's capital stock or assets pursuant to, (iv) give any third
party the right to accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or other
action by or notice to or filing with any court or administrative or
governmental body (other than in connection with certain state and federal
securities laws) or any other third party pursuant to, the Fourth Amended and
Restated Certificate of Incorporation or the Bylaws, or any law, statute, rule,
regulation, instrument, order, judgment or decree to which the Company is
subject or any agreement or instrument to which the Company is a party, or by
which its assets are bound.
Section 4. Purchasers' Representations and Warranties.
------------------------------------------
4A. Purchasers' Investment Representations. The Purchaser hereby
represents that he is acquiring the Restricted Securities purchased hereunder
for his own account with the present intention of holding such securities for
investment purposes and that he has no intention of selling such securities in a
public distribution in violation of federal or state securities laws; provided
that nothing contained herein will prevent the Purchaser and the subsequent
holders of such securities from transferring such securities in compliance with
the provisions of Section 2 hereof. Each certificate for Restricted Securities
will be conspicuously imprinted with a legend substantially in the following
form (the "Securities Act Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
ON APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS
SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE
AGREEMENT DATED AS OF APRIL 19, 2000, BETWEEN THE ISSUER (THE "COMPANY")
AND THE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT
DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL
PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO
TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
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