Accounts
9.2(a)
Closing Date
3.1
Code
9.2(a)
Common Stock
4.4(a)
Company
Recitals
Company IP Rights
4.9(a)
Company IP Rights Agreements
4.9(d)
Confidential Information
6.13
Confidentiality Agreement
9.2(a)
control
9.2(a)
Direct Claim
8.4(a)
Disclosure Schedule
9.7
Draft Closing Accounts
2.3(c)
Effective Time
3.1
Encumbrances
4.3
Environmental Law
4.11(a)
ERISA
9.2(a)
ERISA Affiliate
4.13(f)
Escrow Agent
9.2(a)
Escrow Agreement
9.2(a)
Escrow Amount
9.2(a)
GAAP
9.2(a)
GBP
9.2(a)
Governmental Authority
9.2(a)
Governmental Order
9.2(a)
iii
Term
Section
Hazardous Substance
4.11(a)
Indebtedness for Borrowed Money
9.2(a)
Indemnified Party
8.4(a)
Indemnifying Party
8.4(a)
Independent Accountants
2.3(f)
Intellectual Property
9.2(a)
Interim Financial Statements
4.5(b)
IP Claim
9.2(a)
Joint Issues Agreement
9.2(a)
knowledge
9.2(a)
Law
9.2(a)
Losses
8.2
Material Contracts
4.8(a)
Most Recent Balance Sheet
9.2(a)
Net Asset Value
9.2(a)
Office Lease Amendment
9.2(a)
Opinion
9.2(a)
Option Holders
7.2(l)
Permit
9.2(a)
Permitted Encumbrances
4.6(b)
Person
9.2(a)
Plans
4.13(a)
Potential Claim
8.4(e)(ii)
Proceedings
8.4(c)(iv)
Prohibited Area
9.2(a)
Purchase Price
2.1
Purchaser
Preamble
Purchaser Ancillary Agreements
9.2(a)
Purchaser Indemnified Parties
8.2
Purchaser Material Adverse Effect
9.2(a)
Real Property
4.6(a)
Real Property Leases
4.6(a)
Restricted Products
9.2(a)
Restricted Services
9.2(a)
Review Period
2.3(e)
Securities Act
9.2(a)
Sefton Employment Letter
9.2(a)
Seller
Preamble
Seller Ancillary Agreements
9.2(a)
Seller Material Adverse Effect
9.2(a)
Shares
Recitals
Subsidiary
9.2(a)
Supplemental Stock Purchase Agreement
7.2(l)
Taxes
9.2(a)
Taxing Authority
9.2(a)
Tax Return
9.2(a)
iv
Term
Section
Third Party Claim
8.4(a)
Third Party IP Claim
9.2(a)
Third Party IP Recovery Right
9.2(a)
Third Party Recovery Right
9.2(a)
UK SPA
7.1(b)
v
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made this 6th day of August,
2007, by and between Federal Signal Corporation, a Delaware corporation
("Purchaser"), and Alan K. Sefton ("Seller").
WHEREAS, Seller owns all of the issued and outstanding shares (the
"Shares") of the capital stock of PIPS Technology Inc., a Tennessee corporation
(the "Company"); and
WHEREAS, Purchaser desires to acquire from Seller, and Seller desires to
sell to Purchaser, the Shares upon and subject to the terms and conditions
contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the parties agree as follows:
ARTICLE 1.
PURCHASE AND SALE OF SHARES
1.1 Transfer of Shares. Subject to all of the terms and conditions of
this Agreement, at the Closing, Seller hereby agrees to sell, transfer and
convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller,
the Shares free and clear of all Encumbrances.
ARTICLE 2.
CONSIDERATION
2.1 Purchase Price. The aggregate consideration to be paid by
Purchaser to Seller in connection with the sale of the Shares shall be
£6,000,000 (the "Cash Closing Payment") plus amounts set forth in Section 2.2
(collectively, the "Purchase Price").
2.2 Other Payments.
(a) Seller shall have the right to receive additional consideration for the
Shares based on the aggregate earnings before interest and tax of the Company
and PIPS Technology Limited to the extent provided in the Joint Issues
Agreement.
(b) After the Adjustment Amount is determined and finalized pursuant to
Section 2.3, Purchaser