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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2001 |
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Preview shows 10KB of 42KB total |
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$44 |
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ID: |
#881171 |
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<SEQUENCE>4
<FILENAME>s484827.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
-------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
by and between
PX HOLDING CORPORATION
and
M & F WORLDWIDE CORP.
dated as of
April 19, 2001
-------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1 Purchase and Sales of Shares................................1
ARTICLE II
CLOSING; PAYMENT; DELIVERIES
Section 2.1 The Closing.................................................2
Section 2.2 Deliveries by the Purchaser.................................2
Section 2.3 Deliveries by the Selling Stockholder.......................2
Section 2.4 Tax Sharing Agreement.......................................3
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLING STOCKHOLDER
Section 3.1 Organization................................................3
Section 3.2 Authorization; Validity of Agreement........................4
Section 3.3 No Violations; Consents and Approvals.......................4
Section 3.4 Ownership and Possession of Shares..........................5
Section 3.5 Good Title Conveyed.........................................5
Section 3.6 Panavision SEC Reports and Financial Statements.............6
Section 3.7 No Undisclosed Liabilities..................................6
Section 3.8 Brokers.....................................................7
Section 3.9 No Other Representations or Warranties......................7
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
Section 4.1 Organization................................................7
Section 4.2 Authorization; Validity of Agreement........................7
Section 4.3 No Violations; Consents and Approvals.......................8
Section 4.4 Issuance of Shares at the Closing...........................9
Section 4.5 Purchaser SEC Reports and Financial Statements..............9
Section 4.6 Brokers....................................................10
Section 4.7 No Other Representations or Warranties.....................10
ARTICLE V
MISCELLANEOUS
Section 5.1 Public Announcements.......................................10
Section 5.2 Fees and Expenses..........................................10
Section 5.3 Non-Survival of Representations and Warranties.............10
Section 5.4 Amendment; Waiver..........................................10
Section 5.5 Notices....................................................10
Section 5.6 Certain Definitions........................................12
Section 5.7 Interpretation.............................................12
Section 5.8 Counterparts...............................................12
Section 5.9 Entire Agreement...........................................12
Section 5.10 Severability...............................................13
Section 5.11 Specific Performance.......................................13
Section 5.12 Governing Law..............................................13
Section 5.13 Submission to Jurisdiction.................................13
Section 5.14 Waiver of Jury Trial.......................................14
Section 5.15 Assignment.................................................14
Annex A Certificate of Designation
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of April 19, 2001
(this "Agreement"), by and between PX Holding Corporation, a Delaware
corporation (the "Selling Stockholder") and M & F Worldwide Corp., a
Delaware corporation (the "Purchaser").
WHEREAS, the Selling Stockholder is the owner of
7,320,225 shares (the "Shares") of common stock, par value $.01 per share
("Panavision Common Stock"), of Panavision Inc., a Delaware corporation
("Panavision");
WHEREAS, upon the terms and subject to the conditions set
forth herein, the Selling Stockholder desires to sell to the Purchaser, and
the Purchaser desires to purchase from the Selling Stockholder, all of the
Shares;
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1 Purchase and Sales of Shares. Upon the terms
and subject to the conditions of this Agreement, at the closing
contemplated by this Agreement (the "Closing"), the Selling Stockholder is
selling, transferring, assigning, conveying and delivering to the
Purchaser, and the Purchaser is accepting from the Selling Stockholder, the
Shares for an aggregate consideration to consist of:
(a) 1,500,000 shares of common stock, par value $.01 per
share, of the Purchaser (the "Purchaser Common Stock ");
(b) 6,182,153 shares of preferred stock, having a
liquidation preference of $6.50 per share, of the Purchaser, having the
terms set forth in the Certificate of Designation attached hereto as Annex
A ("Purchaser Preferred Stock"); and
(c) $80,000,000 in cash.
such Shares, and such shares of Purchaser Common Stock and Purchaser
Preferred Stock, in each case, to be free and clear of any and all
Encumbrances.
ARTICLE II
CLOSING; PAYMENT; DELIVERIES
Section 2.1 The Closing. The Closing is taking place on
the date hereof, at the offices of Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, New York, New York 10036-6522, unless another date
or place is agreed to in writing by the parties hereto.
Section 2.2 Deliveries by the Purchaser. At the Closing,
the Purchaser is delivering to the Selling Stockholder:
(a) the consideration contemplated by Section 1.1 hereof
by (x) wire transfer in immediately available funds to the account or
accounts specified by the Selling Stockholder in a written notice to be
delivered to the Purchaser at least two business days prior to the Closing
and (y) delivery of stock certificates representing the Purchaser Common
Stock and the Purchaser Preferred Stock, in each case duly endorsed or
accompanied by other duly executed instruments of transfer;
(b) resolutions of the Board of Directors of the
Purchaser authorizing the execution, delivery and performance of this
Agreement and a certificate of an officer of the Purchaser dated the date
hereof to the effect that such resolutions were duly adopted and are in
full force and effect; and
(c) a registration rights agreement relating to the
Purchaser Common Stock and Purchaser Preferred Stock being issued pursuant
to this Agreement (the "Registration Rights Agreement").
Section 2.3 Deliveries by the Selling Stockholder. At the
Closing, the Selling Stockholder is delivering to the Purchaser:
(a) a stock certificate or stock certificates
representing the Shares being purchased at the Closing, duly endorsed or
accompanied by other duly executed instruments of transfer;
(b) resolutions of the Board of Directors of the Selling
Stockholder authorizing the execution, delivery and performance of this
Agreement and a certificate of an officer of the Selling Stockholder dated
as of the date hereof to the effect that such resolutions were duly adopted
and are in full force and effect;
(c) a letter from the Selling Stockholder and Panavision
to the Purchaser confirming that upon acquisition of the Shares, the
Purchaser will become a "Holder" under the Registration Rights Agreement
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