Back to top

COMMON STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

COMMON STOCK PURCHASE AGREEMENT | Document Parties: TRANS INDUSTRIES INC | CLARK-RELIANCE CORPORATION You are currently viewing:
This Stock Purchase Agreement involves

TRANS INDUSTRIES INC | CLARK-RELIANCE CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: COMMON STOCK PURCHASE AGREEMENT
Governing Law: Ohio     Date: 1/6/2006
Industry: Advertising     Law Firm: Dawda, Mann, Mulcahy & Sadler, PLC;     Sector: Services

COMMON STOCK PURCHASE AGREEMENT, Parties: trans industries inc , clark-reliance corporation
50 of the Top 250 law firms use our Products every day

<PAGE>
                                                                    EXHIBIT 10.1

                         COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
effective as of January 3, 2006, by and between TRANS-INDUSTRIES, INC., a
Delaware corporation (the "Company"), and CLARK-RELIANCE CORPORATION, a Delaware
corporation (the "Purchaser").

WHEREAS, the Company desires to issue and sell to the Purchaser, and the
Purchaser desires to purchase from the Company, newly issued shares of the
Company's Common Stock, par value $0.10 per share (the "Common Stock"), at the
price per share and upon and subject to the other terms and conditions set forth
in this Agreement;

ACCORDINGLY, the Company and the Purchaser hereby agree as follows:

1.    AUTHORIZATION OF SALE OF THE COMMON STOCK

     The Company has authorized the issuance and sale to the Purchaser of shares
of Common Stock with an aggregate value of $250,000, as determined in Section
2.2 below, all upon and subject to the terms and conditions set forth in this
Agreement.

2.    AGREEMENT TO SELL AND PURCHASE THE COMMON STOCK

     2.1 PURCHASE AND SALE

     Upon the terms and subject to the terms and conditions set forth in this
Agreement, at the Closing (as defined below), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, 732,064
shares of Common Stock. The shares of Common Stock to be issued and sold by the
Company to the Purchaser hereunder are referred to herein collectively as the
"Purchased Shares."

     2.2 PURCHASE PRICE

     The total purchase price payable to the Company by the Purchaser for all of
the Purchased Shares to be issued and sold to such Purchaser hereunder shall be
equal to $250,000. The per share purchase price of the Purchased Shares shall be
$0.3415 (equal to the higher of (1) the average closing purchase price of the
Common Stock as listed on the NASDAQ SmallCap Market or Pink Sheets for the 30
calendar day period preceding the Closing Date (as defined below); (2) the
listed closing price on the day before the Closing Date; or (3) in the event the
purchase will equal or exceed 20% or more of the Common Stock or voting power
previously outstanding, the per share book value of the Common Stock.)

     2.3 USE OF PROCEEDS

     The Company shall use the proceeds of the sale of the Purchased Shares to
pay the fees and expenses incurred by the Company in connection with the
transactions contemplated by this Agreement and for working-capital and other
general corporate purposes, including the payment of accounts payable,
delinquent taxes and indebtedness to banks.

<PAGE>

3.    THE CLOSING; CLOSING ACTIONS

     3.1 THE CLOSING

     The consummation of the purchase and sale of the Purchased Shares and the
other transactions and deliveries contemplated by this Agreement (the "Closing")
shall take place at the offices of Calfee, Halter & Griswold LLP at 1400
McDonald Investment Center, 800 Superior Avenue, Cleveland, Ohio 44114,
simultaneously with the execution and delivery of this Agreement by the Company
and the Purchaser on the date of this Agreement (the "Closing Date").

     3.2 ACTIONS AT OR PRIOR TO THE CLOSING

     In connection with the execution and delivery of this Agreement, the
following actions shall occur simultaneously with, or prior to, the execution
and delivery of this Agreement (the "Closing Actions").

          (I) The Company shall deliver to the Purchaser a certificate of the
Secretary of State of the State of Delaware, dated as of the Closing Date, as to
the status of the Company as a corporation in good standing under the laws of
the State of Delaware as of the Closing Date.

          (II) The Company shall deliver to the Purchaser a certificate executed
by its Secretary, in form and substance satisfactory to the Purchaser,
certifying the resolutions authorizing the transactions contemplated by this
Agreement and certain incumbency matters.

          (III) The Company shall deliver to the Purchaser one or more
certificates or other instruments representing the Purchased Shares being
purchased by the Purchaser at the Closing pursuant to Section 2.1, which
certificates and instruments shall be in a form satisfactory to the Purchaser
and registered in the name of the Purchaser or such nominee or nominees as the
Purchaser may designate in writing to the Company, against receipt by the
Company of payment of the full amount of the Purchase Price for the Purchased
Shares either by check or by wire-transfer of immediately available funds to the
Company in accordance with wire-transfer instructions furnished by the Company
to the Purchaser at least two business days prior to the Closing Date.

4.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except (i) as disclosed in any Exchange Act Filings (as defined in Section 4.8
below) filed by the Company with the SEC subsequent to December 31, 2004 or (ii)
as disclosed in the Schedule of Exceptions attached to this Agreement as Exhibit
I, the Company hereby represents and warrants to the Purchaser as follows (which
representations and warranties shall be deemed to apply, where appropriate, to
each subsidiary of the Company):

     4.1 ORGANIZATION AND QUALIFICATION

The Company is a corporation that has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware. The
Company has all requisite corporate power and authority to own and operate its
properties and assets and to conduct its business as it is presently being
conducted and as it is proposed to be conducted. The Company is duly qualified
as


                                       -2-

<PAGE>

a foreign corporation to transact business in, and is in good standing in, each
jurisdiction in which its ownership, lease or operation of its properties or
assets, the nature of its activities or the conduct of its business makes such
qualification necessary, except for any failure or failures to be so qualified
could not, individually or in the aggregate, reasonably be expected to result in
a material adverse effect on the condition, financial or otherwise, or the
earnings, assets, liabilities, business or prospects of the Company. Except as
disclosed in Section 4.7(d), the Company is not in violation or breach of any of
the terms, conditions or provisions of such Certificate of Incorporation or
By-Laws.

     4.2 AUTHORIZATION

The Company has all requisite corporate power and authority to execute and
deliver (a) this Agreement, and (b) the Purchased Shares (collectively, the
"Transaction Documents"), and to perform its obligations under the Transaction
Documents. The execution and delivery by the Company of each of the Transaction
Documents and the performance by the Company of its obligations thereunder have
been duly authorized by all necessary corporate action on its part, and no other
corporate proceedings on its part are necessary to authorize its execution and
delivery of the Transaction Documents or its performance of its obligations
under the Transaction Documents.

     4.3 PURCHASED SHARES

The Purchased Shares and the issuance, sale and delivery thereof upon the terms
and conditions set forth in this Agreement have been duly authorized by all
requisite action of the Board of Directors of the Company and all requisite
stockholder action. When issued and delivered to the Purchaser upon the terms
and conditions of this Agreement (and paid for as contemplated by this
Agreement), the Purchased Shares will be validly issued and fully paid and
nonassessable, with no personal liability attached to the ownership thereof and
not subject to any preemptive rights, rights of first refusal or other similar
rights of any stockholder of the Company or any other person, and, based upon
the representations and warranties of the Purchaser set forth in Section 5 of
this Agreement, shall have been issued in compliance with all applicable
securities laws.

     4.4 DUE EXECUTION AND DELIVERY; BINDING OBLIGATIONS

Each Transaction Document has been duly executed and delivered by the Company,
and each such Transaction Document constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or conveyance or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability and except as rights of indemnity or contribution may
be limited by federal or state securities or other laws or the public policy
underlying such laws.

     4.5 NO CONFLICT OR VIOLATION

The execution and delivery by the Company of each Transaction Document, and the
performance by the Company of its obligations under each Transaction Document,
will not result in any conflict with, or result in a violation or breach of any
of the terms, conditions or provisions of, or constitute (with or without due
notice, lapse of time or both) a default under, or give rise to a right of
termination, cancellation or acceleration of any obligation under, or result in
the creation of any lien upon any of the properties or assets of the Company or
any of its subsidiaries under, (i) the


                                       -3-

<PAGE>

Certificate of Incorporation or the By-Laws of the Company, or the certificate
of incorporation, articles of incorporation or by-laws of any subsidiary of the
Company, (ii) any material contract to which the Company or any of its
subsidiaries is a party or to which any of their respective properties or assets
is subject; or (iii) any law, statute, ordinance, rule, regulation, judgment,
order, decree, license or permit applicable to the Company or any of its
subsidiaries or to which any of their respective properties or assets is
subject.

     4.6 CONSENTS AND APPROVALS

The execution and delivery by the Company of each Transaction Document, and the
performance by the Company of its obligations under each Transaction Document,
do not and will not require any consent, approval, license, permit, order or
authorization of, or any registration, notification, declaration or filing with,
any person (including any securities exchange or self-regulatory organization or
any governmental agency, entity or authority), except for (i) such as have been
obtained or made and are in full force and effect as of the Closing and (ii) the
filing of any notice with respect to the Closing with any governmental agency,
entity or authority which may be required subsequent to the Closing under the
Securities Act of 1933, as amended (the "Securities Act"), any state securities
laws, or the rules and regulations promulgated thereunder (and which, if
required, will be filed on a timely basis as may be so required).

     4.7 CAPITALIZATION

     (A) All outstanding shares of capital stock of the Company of every class
and series have been duly authorized and validly issued, free of any preemptive
or similar rights except such as have been fully complied with, and are fully
paid and nonassessable, with no liability attaching to the ownership thereof.

     (B) Except as set forth in the (x) Certificate of Incorporation, or (y) the
Registration Rights Agreement, the Investor Rights Agreement, the Right of First
Refusal Agreement, or the Voting Agreement (all of which were entered into by
the Company and the various other parties thereto as of March 4, 2004, as they
may have been amended), there are no outstanding (i) rights of first offer or
first refusal, "drag-along" rights, "tag-along" rights or other similar rights
or agreements, arrangements or commitments of any character which obligate the
Company or any of its subsidiaries, or, to the knowledge of the Company, any
stockholder of the Company or other person, to transfer, sell or vote any
Company Securities (as defined below), (ii) obligations on the part of the
Company or any of its subsidiaries to repurchase, redeem or otherwise acquire
any Company Securities, (iii) liabilities on the part of the Company or any of
its subsidiaries for dividends declared or accumulated but unpaid with respect
to Company Securities, (iv) obligations on the part of the Company or any of its
subsidiaries to register for public sale any Company Securities, and (v)
obligations on the part of the Company or any of its subsidiaries or, to the
knowledge of the Company, of any stockholder of the Company or other person for
the voting of Company Securities in any manner whatsoever. "Company Securities"
means (i) shares of capital stock or other voting securities of the Company,
(ii) securities of the Company or any of its subsidiaries convertible into or
exchangeable for shares of capital stock or voting securities of the Company,
and (iii) options, warrants or other rights to acquire from the Company or any
of its subsidiaries.


                                        -4-

<PAGE>

     (C) Except as set forth in (x) the 1996 Stock Option Plan with respect to
options granted or to be granted thereunder, (y) warrants beneficially owned by
Harry E. Figgie, Jr. or (z) the Certificate of Incorporation, no Company
Securities will become issuable to any Person, nor will the conversion or
exercise price or exchange factor or ratio of any Company Securities be reduced,
pursuant to any so-called "anti-dilution" or similar adjustment provisions of
any Company Securities or pursuant to any agreements, arrangements or
commitments to which the Company or any of its subsidiaries is a party.

     (D) The Company has no liability whatsoever to any stockholder, former
stockholder or other person, whether fixed or variable, accrued or contingent,
for the payment of any dividends, whether or not declared and whether cumulative
or non-cumulative, except for the Company's liability for cumulative dividends
accrued with respect to the shares of the Company's Series A Preferred Stock,
par value One Dollar ($1.00) ("Series A Preferred Stock"), presently issued and
outstanding in accordance with the terms thereof as set forth in the Certificate
of Incorporation. None of such dividends are currently due or payable, and the
total amount of the Company's liability for such accrued cumulative dividends on
the prior Preferred Stock as of December 31, 2005, was $41,057.

     (E) All shares of capital stock and other equity or debt securities of the
Company and its subsidiaries (including any predecessors of the Company and such
subsidiaries) issued prior to the Closing have been offered, sold and issued
either pursuant to an effective registration statement under the Securities Act,
or in a transaction exempt from registration under the Securities Act, and in
compliance with all applicable state securities laws and all rules and
regulations promulgated under the Securities Act and applicable state securities
laws. Neither the Company nor any of its subsidiaries nor any predecessor
thereof has violated the Securities Act or any applicable state securities laws
or any rules or regulations promulgated thereunder in connection with the
issuance, sale and delivery of any securities.

     4.8 EXCHANGE ACT FILINGS

     The Company has timely filed all documents required to be filed by the
Company (the "Exchange Act Filings") with the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "1934 Act"). As of their
respective filing dates, all Exchange Act Filings complied in all material
respects with the requirements of the 1934 Act, and none of the Exchange Act
Filings contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances in which they were made, not
misleading. All financial statements of the Company included in any Exchange Act
Filings complied as to form in all material respects with the then applicable
accounting requirements and with the published rules and regulations of the SEC
with respect thereto, were prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
("GAAP") (except as may be indicated in the notes thereto or, in the case of
unaudited statements, as permitted by Form 10-Q and Regulation S-X) and fairly
present the consolidated financial position of the Company and its consolidated
subsidiaries as of the dates thereof and the consolidated results of their
operations and changes in financial position for the periods then ended
(subject, in the case of unaudited statements, to normally, recurring year-end
audit adjustments).


                                       -5-

<PAGE>

     4.9 FINANCIAL STATEMENTS

All financial statements of the Company included, whether as exhibits or
otherwise, or incorporated by reference in the Exchange Act Filings have been
prepared from and in accordance with the books and records of the Company and
its subsidiaries (which have been maintained in accordance with good business
practices and are true and complete in all material respects), and fairly
present in all material respects the consolidated financial position and
consolidated results of operations, stockholders' equity and cash flows of the
Company and its subsidiaries as of the respective dates thereof and for the
respective periods indicated therein in accordance with GAAP, subject, in the
case of any unaudited financial statements included among such financial
statements, to normal, recurring year-end adjustments (which adjustments are not
material, individually or in the aggregate) and the lack of footnotes and other
presentation items required by GAAP. Since December 31, 2004, except as required
by applicable law or GAAP, there has been no change in any accounting principle,
procedure or practice followed by the Company or any of its subsidiaries or in
the method of applying any such principle, procedure or practice.

     4.10 UNDISCLOSED LIABILITIES

The Company and its subsidiaries do not have any liabilities or obligations
whatsoever (whether matured or unmatured, known or unknown, fixed or contingent
or otherwise) of a type required to be reflected on or reserved against in, or
to be disclosed in the notes to, a balance sheet prepared in accordance with
GAAP, except (i) to the extent expressly reflected on or reserved against in, or
otherwise disclosed in the notes to, the Company's audited consolidated
financial statements as of and for the period ended December 31, 2004 (the
"Latest Audited Financial Statements"), as set forth in the company's Annual
Report on Form 10-K as filed with the SEC pursuant to the 1934 Act (the "Annual
Report"), (ii) for those liabilities or obligations expressly disclosed or
reflected in Exchange Act Filings filed by the Company with the SEC subsequent
to the Annual Report, and (iii) for those liabilities or obligations arising
since December 31, 2004 in the ordinary course of business consistent (in amount
and kind) with past practice, none of which, except as expressly set forth in
any Exchange Act Filings filed by the Company with the SEC subsequent to the
Annual Report, is a liability or obligation arising from any breach of contract,
breach of warranty, tort, infringement claim, violation of law or any action,
suit or proceeding.

     4.11 NO MATERIAL CHANGE

Since December 31, 2004,

     (A) there has been no material adverse change or any development involving
a prospective material adverse effect on or affecting the condition, financial
or otherwise, or the earnings, assets, liabilities, business or prospects of the
Company, whether or not arising in the ordinary course of business;

     (B) there have been no transactions entered into by the Company other than
those in the ordinary course of business, which are material with respect to the
Company; and

     (C) there has been no dividend or distribution of any kind declared, paid
or made by the Company on or with respect to any class or series of its capital
stock, nor has the Company repurchased or redeemed any shares of its capital
stock.


                                       -6-

<PAGE>

     4.12 ENVIRONMENTAL MATTERS

Except as could not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the condition, financial or otherwise, or the
earnings, assets, liabilities, business or prospects of the Company,

     (A) the Company is in compliance with all applicable Environmental Laws (as
defined below);

     (B) the Company has all permits, authorizations and approvals required
under any applicable Environmental Laws and is in compliance with the
requirements of such permits authorizations and approvals;

     (C) there are no pending or, to the knowledge of the Company, threatened
Environmental Claims (as defined below) against the Company; and

     (D) under applicable law, there are no circumstances with respect to any
property or operations of the Company that are reasonably likely to form the
basis of an Environmental Claim against the Company.

For purposes of this Agreement, the following terms shall have the following
meanings: "Environmental Law" means any federal, state, local or municipal
statute, law, rule, regulation, ordinance, code, policy or rule of common law
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the
environment, human health or safety, or any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any governmental
authority. "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations or proceedings relating in any way to
any Environmental Law.

     4.13 NO DEFAULTS

The Company is not in material default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, deed, trust, note, lease, sublease, voting
agreement, voting trust, or other instrument or agreement to which the Company
is a party or by which it may be bound, or to which any of the property or
assets of the Company is subject, except for any such defaults as could not,
either individually or in the aggregate, reasonably be expected to result in a
material adverse effect on or affecting the condition, financial or otherwise,
or in the earnings, assets, liabilities, business or prospects of the Company.

     4.14 LABOR MATTERS

There exists no material dispute with any employees or group of employees of the
Company, whether or not covered by any collective bargaining agreement, and, to
the knowledge of the Company, no such dispute is or has been threatened.


                                       -7-

<PAGE>

     4.15 NO ACTIONS

There are no actions, suits, proceedings or investigations before or by any
court or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened against or affecting the Company which
if determined adversely to the Company could, either individually or in the
aggregate, reasonably be expected to result in a material adverse effect on the
condition, financial or otherwise, or the earnings, assets, liabilities,
business or prospects of the Company or which relates in any way to the
transactions contemplated by this Agreement, nor, to the knowledge of the
Company, is there any reasonable basis for any such action, suit or proceeding.
Neither the Company nor any of its subsidiaries is in default with respect to
any judgment, order or decree of any court or governmental agency or
instrumentality applicable the Company or any such subsidiary.

     4.16 INTELLECTUAL PROPERTY

     (A) The Company owns or is licensed to use or otherwise possesses the legal
right to use all patents, patent applications, inventions, trademarks, trade
names, applications for registration of trademarks, service marks, service mark
applications, copyrights, know-how, manufacturing processes, formulae, trade
secrets, licenses and rights in any thereof and any other intangible property
and assets that are mate


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more