1
EXHIBIT 2.4
Purchase of Shares from
-- ----
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
effective as of July ___, 1998, by and between ____ ("Seller"), and TEAM, INC.,
a Texas corporation ("Buyer"). For the purposes of this Agreement, the Seller
and the Buyer are referred to herein collectively as the "Parties."
INTRODUCTION
Climax Portable Machine Tools, an Oregon corporation (the "Company")
now has a total of 24,235 shares of common stock, without par value, issued and
outstanding (the "Common Stock") and the Seller now owns of record and
beneficially an aggregate of __ shares of the Common Stock, all of which the
Seller proposes to sell under this Agreement. For the purposes of this Agreement
the __ shares of Common Stock to be sold by Seller under this Agreement shall be
referred to as the "Subject Stock." Therefore, the Parties, for the purposes and
considerations herein set forth and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the Parties,
hereby agree as follows:
AGREEMENT
1. SALE AND PURCHASE. Subject to the terms, conditions,
representations, and warranties set forth in this Agreement, Seller hereby
agrees to sell, at the Closing, all of its right, title and interest, at law and
in equity, in and to the Subject Stock to the Buyer and the Buyer hereby agrees
to purchase, at the Closing, those rights, titles, and interests to the Subject
Stock from Seller.
2. PURCHASE PRICE AND CLOSING.
2.1 The purchase price to be paid to Seller by the Buyer
for the Subject Stock is $____ (or approximately $298.04 per share).
2.2 The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Greene &
Markley, P.C., The 1515 Building, Suite 600, 1515 S.W. Fifth Avenue,
Portland, Oregon, or such other place as the Parties to this Agreement
may mutually agree, at 9:00 a.m. on the second business day following
the satisfaction or waiver of all conditions to the obligations of the
Parties to consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will take at
the Closing itself) or such other date as the Parties may mutually
determine; provided, however, that the Closing Date shall be no later
than August 31, 1998 (such date and time of Closing is herein called
the "Closing Date").
2.3 On the Closing Date, Buyer shall pay to Seller the
consideration for the purchase of the Subject Stock in cash. In
exchange, the Seller will deliver the certificate or certificates
evidencing the Subject Stock to Buyer, together with executed stock
powers assigning and conveying the Subject Stock to Buyer, as set forth
in subparagraph 2.4.
2
2.4 On the Closing Date, Seller shall deliver to Buyer
the certificate or certificates evidencing the Subject Stock, duly
endorsed by Seller or accompanied by appropriate stock transfer powers
duly executed by Seller to Buyer. The certificate or certificates will
then be presented to the Company for registration and reissuance in the
name of Buyer.
3. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller hereby
represents and warrants that the following is true and correct as of the date
hereof and will be true and correct as of the Closing Date:
3.1 Seller owns good and marketable legal and beneficial
title to the Subject Stock free and clear of any other liens,
encumbrances, adverse claims or options of any kind or nature. No other
liens, encumbrances, adverse claims or options of any kind or nature
have been created by Seller or are known by Seller to exist with
respect to any of the Subject Stock.
3.2 Seller has full legal right, power, authority, and
capacity to execute, deliver and perform this Agreement, and all action
requisite for the due execution, delivery and performance of this
Agreement by the Seller has been duly and effectively taken.
3.3 This Agreement constitutes a valid and binding
obligation of Seller, enforceable in accordance with its terms.
3.4 The execution and delivery of this Agreement by
Seller and the performance by Seller of his obligations hereunder do
not and will not (i) violate any provision of any document or
instrument governing or binding on Seller, or any contract, agreement,
law, regulation, order, injunction, judgment, decree or writ to which
Seller is subject; (ii) result in a breach of or constitute (with due
notice and/or lapse of time) a default under any indenture, contract,
or other agreement to which Seller is a party; or (iii) result in the
creation or imposition of any lien or encumbrance upon any properties
of Seller, other than that created by this Agreement.
3.5 Seller's execution, and delivery of this Agreement
and his performance of his obligations hereunder do not require the
consent or approval of any other person, including without limitation,
any tribunal, except for those that have been given, made or obtained
prior to the date hereof.
4. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby
represents and warrants that the following is true and correct as of the date
hereof and will be true and correct as of the Closing Date:
4.1 Buyer has full legal right, power and authority,
including full corporate power and authority, to execute, deliver and
perform this Agreement, and all action requisite for the due execution,
delivery and performance of this Agreement by Buyer has been duly and
effectively taken.
3
4.2 This Agreement constitutes a valid and binding
obligation of Buyer, enforceable in accordance with its terms.
4.3 The execution and delivery of this Agreement by Buyer
and the performance by Buyer of his obligations hereunder do not and
will not (i) violate any provision of Buyer's articles of incorporation
or bylaws, or of any document or instrument governing or binding on
Buyer, or any contract, agreement, law, regulation, order, injunction,
judgment, decree or writ to which Buyer is subject; (ii) result in a
breach of or constitute (with due notice and/or lapse of time) a
default under any indenture, contract, or other agreement to which
Buyer is a party; or (iii) result in the creation or imposition of any
lien or encumbrance upon any properties of Buyer, other than that
created by this Agreement.
4.4 Buyer's execution, and delivery of this Agreement and
his performance of his obligations hereunder do not require the consent
or approval of any other person, including without limitation, any
tribunal, except for those that have been given, made or obtained prior
to the date hereof.
5. REPRESENTATIONS TO SURVIVE. The Parties to this Agreement
hereby agree that the representations and warranties provided in paragraphs 3
and 4 above are continuing and shall survive the Closing.
6. INDEMNIFICATION.
6.1 Seller agrees to indemnify and hold the Buyer
harmless from any and all damages directly or indirectly resulting
from, relating to, or arising out of any breach of or any inaccuracy
in, any representation or warranty of Seller contained in Paragraph 3
or any breach or non-performance, partial or total, of any covenant or
agreement of Seller contained in this Agreement.
6.2 Buyer agrees to indemnify and hold Seller and the
Company harmless from any and all damages directly or indirectly
resulting from, relating to, or arising out of any breach of or any
inaccuracy in, any representation or warranty of Buyer contained in
Paragraph 4 or any breach or non-performance, partial or total, of any
covenant or agreement of Buyer contained in this Agreement.
7. OTHER COVENANTS AND ASSURANCES. The Parties hereto shall take
all other actions and execute all other documents that shall be necessary or
appropriate to effectuate the transactions provided or contemplated in this
Agreement.
8. BUYER'S OBLIGATIONS CONDITIONAL. The obligations of the Buyer
to consummate the transaction contemplated hereunder are expressly conditioned
upon the Buyer acquiring, prior to or simultaneously with the Closing, 100% of
the capital stock of the Company.
9. GOVERNING LAW. This Agreement has been executed in and shall be
governed by the laws of the State of Oregon.
4
10. ENTIRE AGREEMENT. This Agreement (including any exhibits
hereto) contains the entire understanding between the Parties hereto concerning
the subject matter contained in this Agreement. There are no other
representations, agreements, arrangements or understandings, oral or written
between or among the Parties.
11. AMENDMENT AND WAIVER. This Agreement may not be amended or in
any way modified (nor may any of its terms be waived) except in a writing duly
executed by all of the Parties to this Agreement. This provision is specifically
intended to render invalid and void any alleged amendments or modifications to
this Agreement based on usage of trade or the course of performance or course of
dealing of the Parties hereto which have not been set forth in a writing signed
by all Parties.
12. SEVERABILITY. In the event that any of the provisions, or
portions thereof, of this Agreement are held to be unenforceable or invalid by
any court of competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected thereby.
13. BINDING EFFECT. This Agreement shall be binding on and shall
inure to the benefit of the Parties hereto, and their respective heirs, personal
representatives, successors and assigns.
14. GENDER AND NUMBER. Wherever used herein, the singular number
shall include the plural and vice versa, and the male gender shall include the
female gender and vice versa except to the extent expressly provided otherwise
or otherwise inappropriate to the meaning intended herein.
15. CAPTIONS. The captions and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
16. NOTICES. Any notice or demand under this Agreement or in
connection with this Agreement may be given, and shall be deemed to be given and
received upon the deposit thereof, in writing in the U.S. Mail by first class
mail, postage prepaid, but actual notice, however given or received, shall
always be effective.
17. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
effective as of the date first above written.
Address for Notice: SELLER:
- -------------------------------------
--------------------------------------
- -------------------------------------
- ------------------------------------- --------------------------------------
Facsimile:
---------------------------
BUYER:
Address for Notice: TEAM, INC.
200 Hermann Drive
Alvin, Texas 77511 By:
Facsimile: 281/388-5583 -----------------------------------
Kenneth M. Tholan, President