This Purchase and Sale Agreement involves
Title: STOCK PURCHASE AGREEMENT
Governing Law: Virginia Date: 12/7/2006
Industry: Chemicals - Plastics and Rubber Sector: Basic Materials
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), made as of December 4, 2006, by and between John D. Gottwald (the “Seller”) and Albemarle Corporation, a Virginia corporation (the “Company”), provides as follows:
When used in this Agreement, the following terms shall have the meanings specified:
1.1 Closing . “Closing” shall mean the conference held at 10:00 a.m., local time on the Closing Date, at the offices of the Company in Richmond, Virginia or such other place as the parties may mutually agree.
1.2 Closing Date . “Closing Date” shall mean the third business day after the determination of the Purchase Price and the satisfaction of the conditions set forth in Article IV hereof, or such other date to which the parties may mutually agree.
1.3 Common Stock . “Common Stock” shall mean the Company’s authorized common stock, par value $0.01 per share.
1.4 Price Per Share . “Price Per Share” means $0.03 less than the average closing price of a share of the Common Stock, as determined by the Company’s Chief Financial Officer based on trade data provided by the New York Stock Exchange (as reported in the Wall Street Journal ), for December 4 through December 6, 2006 (inclusive).
1.5 Purchase Price . “Purchase Price” shall mean the sum of the Price Per Share multiplied by the total number of shares of Stock.
1.6 Stock . “Stock” shall mean 48,668 shares of Common Stock.
PURCHASE AND SALE
2.1 Commitment to Sell . At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, the Seller hereby agrees to sell, transfer, assign and deliver to the Company one or more certificates evidencing the Stock, free and clear of all liens, claims, mortgages, encumbrances and claims of any third party.
2.2 Commitment to Purchase . Upon all of the terms and subject to all of the conditions of this Agreement, the Company agrees to purchase the Stock and in full payment therefor the Company shall deliver the Purchase Price to the Seller on the Closing Date in immediately available funds.
REPRESENTATIONS AND WARRANTIES
The Seller hereby represents and warrants to the Company that the Seller owns good and valid title to the Stock being sold by the Seller, free and clear of any liens, encumbrances or claims and that the Seller has the right to sell such shares to the Company without violating any obligation. The Seller represents and warrants that he does not know of any non-public information about the Company that a reasonable investor would consider material to a decision whether to sell Common Stock.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
Each and every obligation of the parties to be performed on the Closing Date shall be subject to the satisfaction prior to or