Exhibit 10.25
This SHARE PURCHASE AGREEMENT is made on the 26th day of July, 2000, between
SMTC NOVA SCOTIA COMPANY (the "PURCHASER"), Gary Elwood Walker (the "VENDOR")
and SMTC CORPORATION ("SMTC-US").
RECITALS
A. The Vendor is the registered and beneficial owner of 23,092.4669 Class Y
Shares (the "TRANSFERRED SHARES").
B. The Vendor wishes to sell, and the Purchaser wishes to purchase, the
Transferred Shares as of the Effective Time on the terms and conditions set out
in this Agreement.
C. On the date hereof, there are no dividends that have been declared or that,
in accordance with the Class Y Share Provisions, should have been declared on
the Transferred Shares that have not been paid.
D. SMTC-US is the sole shareholder of the Purchaser.
FOR VALUE RECEIVED, the parties agree as follows:
1. DEFINITIONS.
(a) In this Agreement, the following terms shall have the meanings set out
below:
(i) CERTIFICATE has the meaning given to it in section 6;
(ii) CLASS Y SHARE PROVISIONS means the rights, privileges,
restrictions and conditions attaching to the Class Y Shares as
set out in the Corporation's articles of amalgamation dated
August 31, 1994, as amended to the date of this Agreement;
(iii) CLASS Y SHARES means the Class Y non-voting preferred shares in
the capital of the Corporation;
(iv) CLOSING means the closing of the Initial Public Offering;
(v) CORPORATION means SMTC Manufacturing Corporation of Canada;
(vi) EFFECTIVE DATE means the day immediately preceding the Closing;
(vii) EFFECTIVE TIME means 11:59 p.m. on the Effective Date;
(viii) INITIAL PUBLIC OFFERING means the offering of exchangeable
shares by the Corporation pursuant to a prospectus dated July
20, 2000 and the offering by SMTC-US of shares of common stock
pursuant to a registration statement dated July 20, 2000;
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(ix) SHARE PAYMENT has the meaning given to it in section 4;
(x) SMTC-US means SMTC Corporation, a corporation existing under the
laws of Delaware;
(xi) SMTC-US CLASS L SHARE means one share of Class L common stock,
par value US$0.001, of SMTC-US; and
(xii) TRANSFERRED SHARES has the meaning given to it in recital A
above.
(b) Unless the context indicates otherwise, capitalized terms used but not
defined in this Agreement shall have the meanings given to them in the
Class Y Share Provisions.
2. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, effective as of the Effective Time, the Vendor shall sell to the
Purchaser, and the Purchaser shall purchase from the Vendor, the Transferred
Shares.
3. PURCHASE PRICE FOR TRANSFERRED SHARES. The purchase price for each
Transferred Share shall be an amount equal to, the fair market value of one
SMTC-US Class L Share on the business day immediately preceding the
Effective Date.
4. SATISFACTION OF PURCHASE PRICE. The Purchaser shall satisfy the purchase
price for the Transferred Shares by delivering or causing to be delivered to
the Vendor one SMTC-US Class L Share for each Transferred Share (the "SHARE
PAYMENT").
5. SMTC-US TO ISSUE SHARES. SMTC-US shall issue on behalf of the Purchaser the
shares constituting the Share Payment registered in the name of the Vendor
upon receipt of the Vendor's certificate representing his Class Y shares,
duly endorsed for transfer to the Purchaser.
6. SECTION 116 CERTIFICATE. Forthwith after the Effective Date, the Vendor
shall provide notice to Canada Customs and Revenue Agency of the sale of the
Transferred Shares in accordance with subsection 116(3) of the Income Tax
Act (Canada) and shall obtain a certificate from Canada Customs and Revenue
Agency issued by the Canada Customs and Revenue Agency under subsection
116(4) of the Income Tax Act (Canada) (the "CERTIFICATE").
7. VENDOR'S REPRESENTATIONS. The Vendor represents and warrants to the
Purchaser and SMTC-US as follows:
(a) the Vendor legally and beneficially owns all of the Transferred Shares
with a good and marketable title thereto free and clear of any liens,
pledges, charges, mortgages, encumbrances and other security interests
or claims of others;
(b) the Vendor has the power and capacity to execute and deliver this
Agreement and to perform his obligations hereunder; and
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(c) this Agreement has been duly and validly executed and delivered by the
Vendor and is a valid and legally binding obligation of the Vendor
enforceable against him in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency and other laws affecting
creditors' rights generally and to general principles of equity.
8. PURCHASER'S REPRESENTATIONS. The Purchaser represents and warrants to the
Vendor and SMTC-US as follows:
(a) the Purchaser has the corporate power and capacity to execute and
deliver this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement, and the performance by
the Purchaser of its obligations hereunder have been duly and validly
authorized by it and no other corporate proceedings or approvals on its
part or on the part of its directors or shareholders (if necessary) are
required to authorize this Agreement; and
(c) this Agreement has been duly and validly executed and delivered by the
Purchaser and is a valid and legally binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency and other
laws affecting creditors' rights generally and to general principles of
equity.
9. SMTC-US'S REPRESENTATIONS. SMTC-US represents and warrants to the Vendor
and the Purchaser as follows:
(a) SMTC-US has the corporate power and capacity to execute and deliver
this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement, and the performance by
SMTC-US of its obligations hereunder have been duly and validly
authorized by it and no other corporate proceedings or approvals on its
part or on the part of its directors or shareholders (if necessary) are
required to authorize this Agreement;
(c) this Agreement has been duly and validly executed and delivered by
SMTC-US and is a valid and legally binding obligation of SMTC-US
enforceable against SMTC-US in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency and other laws affecting
creditors' rights generally and to general principles of equity; and
(d) the shares constituting the Share Payment, upon issuance in accordance
with the terms of this Agreement, shall be duly authorized and validly
issued, fully paid and non-assessable shares.
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10. GENERAL.
(a) The representations and warranties of the parties contained in this
Agreement shall survive the completion of the transactions contemplated
by this Agreement.
(b) Each of the parties shall, from time to time, take or cause to be taken
such action and execute and deliver or cause to be executed and
delivered to the other such documents and further assurances as may, in
the reasonable opinion of the other party, be necessary or advisable to
give effect to this Agreement.
(c) Time shall be of the essence in this Agreement.
(d) No party may assign this Agreement without the written consent of the
other parties. This Agreement shall enure to the benefit of and be
binding upon the parties and their respective successors and permitted
assigns.
(e) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
negotiations and understandings.
(f) No provision may be amended or waived except in writing.
(g) This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Delaware and each of the parties hereby
irrevocably submits to the jurisdiction of state and federal courts
sitting in Delaware.
(h) Any provision of this Agreement which is invalid or unenforceable shall
not affect any other provision and shall be deemed to be severable.
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IN WITNESS WHEREOF the parties have duly executed this Agreement.
SMTC CORPORATION SMTC NOVA SCOTIA COMPANY
By: /s/ Richard Smith By: /s/ Richard Smith
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By: /s/ Paul Walker By: Paul Walker
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/s/ Gary Walker
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GARY ELWOOD WALKER