defined in
this Agreement shall have the defined meaning when used in any Exhibit or
Schedule annexed hereto, or any certificate or other document made or delivered
pursuant hereto, unless otherwise defined therein. The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of
such terms.
2. BASIC TRANSACTION.
(A)
PURCHASE AND SALE OF SHARES. ON AND SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, BUYER AGREES TO PURCHASE FROM EACH OF THE
SHAREHOLDERS AND EACH OF THE SHAREHOLDERS AGREES TO SELL, CONVEY, ASSIGN,
TRANSFER AND DELIVER TO BUYER AT THE CLOSING, FREE AND CLEAR OF ANY
ENCUMBRANCES, ALL RIGHT, TITLE AND INTEREST IN AND TO THE SHARES HELD BY SUCH
SHAREHOLDER.
(B)
PURCHASE PRICE; PAYMENT OF INDEBTEDNESS. (I) SUBJECT TO THE
WORKING CAPITAL ADJUSTMENT AS PROVIDED IN §2(F) BELOW, THE BUYER AGREES TO PAY
TO THE SHAREHOLDERS AT THE CLOSING AN AGGREGATE PURCHASE PRICE OF THIRTY SEVEN
MILLION AND NO/100 DOLLARS ($37,000,000.00) LESS THE NET DESIGNATED INDEBTEDNESS
DETERMINED AS OF THE CLOSING DATE (THE "PURCHASE PRICE") BY DELIVERY OF THE
PURCHASE PRICE BY WIRE TRANSFER OR DELIVERY OF OTHER IMMEDIATELY AVAILABLE FUNDS
TO SUCH ACCOUNTS AS THE SHAREHOLDERS SHALL DESIGNATE IN WRITTEN NOTICES
DELIVERED TO THE BUYER NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR TO THE CLOSING
DATE. THE PURCHASE PRICE SHALL BE ALLOCATED AMONG THE SHAREHOLDERS AS FOLLOWS:
(A) 50% TO A. BLAIR; (B) 40% TO H. TOOLAN, AND (C) 10% TO B. TOOLAN. (II) AT THE
CLOSING, THE BUYER SHALL REMIT AND PAY IN FULL THE CLOSING DATE DESIGNATED
INDEBTEDNESS PURSUANT TO INSTRUCTIONS ISSUED BY THE COMPANY.
(C)
THE CLOSING. THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES OF GOODWIN PROCTER LLP
IN NEW YORK CITY, NEW YORK, ON APRIL 27, 2006, COMMENCING AT 10:00 A.M. LOCAL
TIME, OR SUCH EARLIER DATE 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 AND TIME
AS THE PARTIES MAY MUTUALLY DETERMINE AND THE ACTUAL EFFECTIVE TIME OF THE
CLOSING SHALL BE 11:59 P.M. (NEW YORK TIME) ON THE DATE OF THE CLOSING (THE
"CLOSING DATE").
(D)
DELIVERIES AT THE CLOSING. AT THE CLOSING, (I) THE SHAREHOLDERS
AND THE COMPANY (AS APPLICABLE) WILL DELIVER TO THE BUYER THE VARIOUS
CERTIFICATES, INSTRUMENTS AND DOCUMENTS REFERRED TO IN §8(A) BELOW; (II) THE
BUYER WILL DELIVER TO THE SHAREHOLDERS AND THE COMPANY (AS APPLICABLE) THE
VARIOUS CERTIFICATES, INSTRUMENTS AND DOCUMENTS REFERRED TO IN §8(B) BELOW;
(III) THE SHAREHOLDERS AND THE COMPANY (AS APPLICABLE) WILL EXECUTE, ACKNOWLEDGE
(IF APPROPRIATE) AND DELIVER TO THE BUYER (A) CERTIFICATES REPRESENTING THE
SHARES, DULY ENDORSED IN BLANK OR ACCOMPANIED BY STOCK POWERS, DULY ENDORSED IN
BLANK BY OR ON BEHALF OF EACH SHAREHOLDER; (B) A CERTIFICATE OF NON-FOREIGN
STATUS PURSUANT TO TREASURY REGULATIONS SECTION 1.1445-2(B)(2) FROM EACH
SHAREHOLDER,