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Title: |
Securities Purchase Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 6KB of 35KB total |
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Price: |
$34 |
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ID: |
#2964904 |
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SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into
as of July 30, 2007, by and among each of the parties listed on Schedule I
annexed hereto (each, a "Seller" and collectively, the "Sellers"), and Mast
Acquisition Ltd., a Bermuda exempted limited company (the "Purchaser").
WHEREAS, contemporaneously herewith, Purchaser is entering into an
Agreement and Plan of Merger among MC Shipping Inc., a corporation organized
under the laws of the Republic of Liberia (the "Company"), Purchaser and an
affiliate of Purchaser (the "Merger Agreement");
WHEREAS, the Sellers own an aggregate of 5,075,718 shares of common
stock, par value $.01 per share, of the Company ("Common Stock");
WHEREAS, each Seller desires to sell to Purchaser, and Purchaser
desires to purchase from each Seller, all of such Seller's shares of Common
Stock (the "Purchased Shares") on the terms set forth herein; and
WHEREAS, prior to the execution and delivery hereof, Messrs. Enrico
Bogazzi and Johan Wedell-Wedellsborg have each resigned their positions as
directors of the Company (and, to the extent applicable, its subsidiaries) and
did not participate in the negotiation of the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, warranties, covenants, and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound, agree as
follows:
ARTICLE 1
SALE AND PURCHASE OF PURCHASED SHARES
1.1 Sale and Purchase of Purchased Shares. At the Closing (as
defined below) and on the terms set forth herein, (a) each Seller
shall sell and deliver to Purchaser all of its right, title, and
interest in and to the amount of Purchased Shares set forth opposite
such Seller's name on Schedule I hereto, and (b) Purchaser shall
purchase and accept from each such Seller, all right, title, and
interest of such Seller in and to such Purchased Shares, free and
clear of all mortgages, liens, claims, pledges, security interests,
transfer restrictions and other encumbrances ("Liens"), in each case
in the amount as set forth opposite each Seller's name on Schedule I
hereto. The closing (the "Closing") with respect to any Purchased
Shares will take place upon the completion of the deliveries required
by Section 1.3(a) and (b) hereof with respect to such Purchased
Shares, it being understood and agreed that the Closing of the
Purchased Shares owned by the Sellers in book-entry form (the
"Electronic Shares") shall take place on the date hereof, concurrently
with the execution and delivery of this Agreement.
1.2 Purchase Price. The purchase price for the Purchased Shares
shall be U.S. $14.25 per each such share. Purchaser shall pay to each
Seller the amount in cash set forth opposite such Seller's name on
Schedule I hereto (collectively, the "Aggregate Purchase Price") as
consideration for the purchase of the Purchased Shares by wire
transfer of immediately available funds to the accounts set forth on
Schedule II hereto. The consideration payable by Purchaser for the
Electronic Shares is set forth on Schedule I hereto.
{PAGE}
1.3 Deliveries.
(a) At the Closing, (i) in respect of Purchased Shares that are
not Electronic Shares (the "Certificated Shares"), if any, each Seller shall
deliver to the Company's transfer agent one or more share certificates
representing the relevant Purchased Shares (in such amounts as set forth
opposite each such Seller's name on Schedule I hereto), accompanied by (A) a
duly endorsed stock power in blank or other appropriate instrument of transfer
as may be required by the transfer agent (duly endorsed or otherwise in form
sufficient for transfer), and (B) written instructions to the transfer agent to
issue a new share certificate to Purchaser and (ii) in respect of the Electronic
Shares, if any, each Seller shall cause to be issued to Purchaser confirmation
of book entry transfer of such shares into Depository Trust Company accounts of
Purchaser as may be designated by Purchaser.
(b) At the Closing, Purchaser shall deliver to each Seller the
portion of the Aggregate Purchase Price payable to such Seller in accordance
with Section 1.2 above.
(c) After the date hereof, each Seller shall, with respect to
such Seller's Purchased Shares (i) use its commercially reasonable efforts to
take, or cause to be taken, all actions necessary or appropriate to consummate
the transactions contemplated by this Agreement and (ii) cooperate with
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