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Title: |
Purchase Agreement |
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Date: |
2007 |
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Preview shows 12KB of 30KB total |
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Price: |
$40 |
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ID: |
#2751668 |
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ESCROW RELEASES
PURCHASE AGREEMENT
BY AND BETWEEN
QVT Associates LP
Whitebox Hedged High Yield Partners, LP
Star Scientific, Inc.
Star Tobacco, Inc.
TABLE OF CONTENTS
| 1. | Definitions. | 1 | ||
| 2. | Basic Transaction. | 2 | ||
| 3. |
Representations and Warranties of the Sellers. The Sellers represent and warrant to the Purchasers that the statements contained in this Section 3 are true, correct and complete as of the Effective Date and as of the 2006 Payment Effective Date. |
3 | ||
| 4. |
Representations and Warranties of the Purchasers. The Purchasers represent and warrant to the Sellers the that the statements contained in this Section 4 are true, correct and complete as of the Closing Date. |
5 | ||
| 5. | Other Covenants. | 6 | ||
| 6. | Miscellaneous. | 8 | ||
EXHIBITS
Exhibit A Escrow Accounts
Exhibit B Form of Acknowledgement
Exhibit C Form of Opinion from Sellers Counsel
ESCROW RELEASES PURCHASE AGREEMENT
This Escrow Releases Purchase Agreement is entered into on March 14, 2007 (the Effective Date), by and between QVT Associates LP, a limited partnership formed under the laws of the State of Delaware and Whitebox Hedged High Yield Partners, LP, a limited partnership formed under the laws of the British Virgin Islands (collectively, the Purchasers) and Star Scientific, Inc., a Delaware corporation (STSI) and Star Tobacco, Inc., a Virginia corporation (STI) (collectively, the Sellers). The Purchasers and the Sellers are referred to collectively herein as the Parties.
This Agreement contemplates a transaction in which the Purchasers will purchase all Sellers right, title and interest in and to all income from and reversionary interests in the escrow accounts identified on Exhibit A, which were established by the Sellers on behalf of STI as a non-participating manufacturer under state statutes adopted substantially in the form of the Model Statute set forth on Exhibit T to the Master Settlement Agreement between the major tobacco companies and each state in the United States and the District of Columbia, other than the states of Virginia, Texas, Louisiana and Minnesota (the Escrow).
Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.
1. Definitions.
(a) Acknowledgement has the meaning set forth in Section 2(c)(i) below.
(b) Assigned Interests means all of the right, title, and interest in and to (a) the Principal and the 2006 Payments; and (b) the interest in all income generated by and other appreciation of the Principal and, upon the deposit thereof, the 2006 Payments.
(c) Closing has the meaning set forth in Section 2(c) below.
(d) Closing Date has the meaning set forth in Section 2(c) below.
(e) Escrow has the meaning set forth in the preamble above.
(f) Escrow Agent means Branch Banking & Trust Company.
(g) Escrow Agreement means the agreements between the Sellers and the Escrow Agent under which the escrow accounts identified on Exhibit A were established and as of the Closing Date are maintained.
(h) Escrow Claims has the meaning set forth in Section 5(c) below.
(i) Knowledge means actual knowledge after reasonable inquiry.
(j) Law means a law, order, ruling, rule, regulation, writ, assessment, injunction, judgment or decree.
(k) Material Adverse Effect means the ability of a Party to consummate the transactions contemplated by this Agreement or a material adverse change in the value of the Escrow.
(l) Notice of Election has the meaning set forth in Section 5(c)(ii) below.
(m) Party has the meaning set forth in the preamble above.
(n) Person means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
(o) Principal means the reversionary interest in all amounts deposited in the Escrow prior to March 13, 2007.
(p) Purchase Price has the meaning set forth in Section 2(b) below.
(q) Purchasers has the meaning set forth in the preamble above.
(r) SEC Documents means Sellers Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005, Sellers Quarterly Reports on Form 10-Q for the periods ended March 31, 2006, June 30, 2006, and September 30, 2006, and each current report on Form 8-K filed by Sellers since January 1, 2005.
(s) Sellers has the meaning set forth in the preamble above.
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