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MEMBERSHIP INTEREST PURCHASE AGREEMENT

Stock Purchase Agreement

MEMBERSHIP INTEREST PURCHASE AGREEMENT | Document Parties: CNBCcom LLC | National Broadcasting Company, Inc | NBC-LAUREN MEDIA HOLDING, INC | POLO RALPH LAUREN CORPORATION | RALPH LAUREN MEDIA, LLC | Section 51, NBC Universal, Inc | ValueVision International, Inc | VALUEVISION MEDIA, INC You are currently viewing:
This Stock Purchase Agreement involves

CNBCcom LLC | National Broadcasting Company, Inc | NBC-LAUREN MEDIA HOLDING, INC | POLO RALPH LAUREN CORPORATION | RALPH LAUREN MEDIA, LLC | Section 51, NBC Universal, Inc | ValueVision International, Inc | VALUEVISION MEDIA, INC

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: New York     Date: 4/3/2007
Law Firm: Simpson Thacher & Bartlett LLP;Faegre & Benson LLP;Paul, Weiss, Rifkind, Wharton & Garrison LLP    

MEMBERSHIP INTEREST PURCHASE AGREEMENT, Parties: cnbccom llc , national broadcasting company  inc , nbc-lauren media holding  inc , polo ralph lauren corporation , ralph lauren media  llc , section 51  nbc universal  inc , valuevision international  inc , valuevision media  inc
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Exhibit 2

EXECUTION COPY

MEMBERSHIP INTEREST PURCHASE AGREEMENT

dated as of March 28, 2007

among

POLO RALPH LAUREN CORPORATION,

RALPH LAUREN MEDIA, LLC,

NBC-LAUREN MEDIA HOLDING, INC.,

NBC UNIVERSAL, INC.,

CNBC.COM LLC,

and

VALUEVISION MEDIA, INC.


 

TABLE OF CONTENTS

 

 

 

 

 

ARTICLE I DEFINITIONS

 

 

1

 

1.1 Terms Not Defined Elsewhere

 

 

1

 

 

 

 

 

 

ARTICLE II SALE AND PURCHASE

 

 

3

 

2.1 Transfer of Membership Interests

 

 

3

 

2.2 Purchase Price

 

 

3

 

 

 

 

 

 

ARTICLE III REPRESENTATIONS OF THE SELLERS

 

 

3

 

3.1 Power

 

 

3

 

3.2 Authorization and Binding Obligation

 

 

3

 

3.3 No Violations

 

 

4

 

3.4 Ownership

 

 

4

 

3.5 Broker’s or Finder’s Fees

 

 

4

 

3.6 Litigation

 

 

4

 

3.7 Consents and Approvals

 

 

4

 

 

 

 

 

 

ARTICLE IV REPRESENTATIONS OF THE BUYER

 

 

5

 

4.1 Power

 

 

5

 

4.2 Authorization and Binding Obligation

 

 

5

 

4.3 No Violations

 

 

5

 

4.4 Broker’s or Finder’s Fees

 

 

5

 

4.5 Litigation

 

 

5

 

4.6 Sufficient Funds

 

 

6

 

4.7 Consents and Approvals

 

 

6

 

4.8 Investment Intent

 

 

6

 

 

 

 

 

 

ARTICLE V COVENANTS

 

 

6

 

5.1 Termination of Agreements

 

 

6

 

5.2 Resignations

 

 

6

 

5.3 General Cooperation

 

 

6

 

5.4 Non-Compete

 

 

7

 

5.5 Non-Solicitation; No-Hire

 

 

7

 

5.6 Confidentiality

 

 

8

 

5.7 Use of the Company Name

 

 

9

 

 

 

 

 

 

ARTICLE VI MISCELLANEOUS

 

 

9

 

6.1 Expenses

 

 

9

 

6.2 Governing Law

 

 

10

 

6.3 Captions

 

 

10

 

6.4 Notices

 

 

10

 

6.5 Counterparts

 

 

11

 

6.6 Gender

 

 

11

 

6.7 Entire Agreement

 

 

11

 

6.8 Binding Effect; Assignment

 

 

12

 

-i-


 

 

 

 

 

 

6.9 Waiver; Consent

 

 

12

 

6.10 WAIVER OF JURY TRIAL

 

 

12

 

6.11 Severability

 

 

13

 

6.12 Third-Party Beneficiaries

 

 

13

 

6.13 Press Release

 

 

13

 

-ii-


 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

     THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of March 28, 2007, by and among Ralph Lauren Media, LLC, a Delaware limited liability company (the “ Company ”), Polo Ralph Lauren Corporation, a Delaware corporation (the “ Buyer ”), NBC-Lauren Media Holding, Inc., a Delaware corporation (“ NBC ”), ValueVision Media, Inc. formerly known as ValueVision International, Inc., a Minnesota corporation (“ ValueVision ”) and solely for purposes of Section 5.1, NBC Universal, Inc. (f/k/a National Broadcasting Company, Inc.), a Delaware corporation (“ NBC Universal” ) and CNBC.com LLC, a Delaware limited liability company (“ CNBC.com ”). NBC and ValueVision are collectively referred to herein as the “Sellers” and each individually as a “Seller”.

W I T N E S S E T H :

     WHEREAS, NBC owns a 37.5% membership interest (the “ NBC Company Interest ”) in the Company and ValueVision owns a 12.5% membership interest in the Company (the “ ValueVision Company Interest ” and, together with the NBC Company Interests, the “ Seller Company Interests ”).

     WHEREAS, the Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, the Seller Company Interests, on the terms and subject to the conditions hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I DEFINITIONS

          1.1 Terms Not Defined Elsewhere . The following terms when used in this Agreement shall have the following meanings:

     “ Advertising Agreement ” means the Advertising Agreement, dated as of February 7, 2000 among the Company, the Buyer and NBC Universal, including any amendments and supplements thereto made through the date hereof.

     “ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended; provided, that for purposes of this Agreement, NBC’s Affiliates shall only be NBC Universal and its subsidiaries.

     “ Governmental Authority ” means any nation or government, any state, province or other political subdivision thereof, whether federal, state or local or foreign, international, multinational, or any entity exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority, agency, department, board, tribunal, bureau, official, commission or instrumentality of the United States of America, any foreign government or any


 

2

municipality or other political subdivision thereof, and any court, tribunal or arbitrators of competent jurisdiction or other administrative or judiciary authority thereof, and any governmental or non-governmental self-regulatory organization, agency or authority.

     “ Knowledge ” means that an individual who is serving, or who has at any time served, as a director or officer of such Person or an employee of such Person that has management, oversight or responsibilities with respect to matters at issue, is, or at any time was, actually aware of such fact or other matter or could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive inquiry or investigation concerning the existence of such fact or other matter.

     “ License Agreement ” means the License Agreement, dated as of February 7, 2000 between the Company and the Buyer, including any amendments and supplements thereto made through the date hereof.

     “ Lien ” means any mortgage, deed of trust, pledge, lien, encumbrance, charge, or other security interest, claim, lease, option, right of first refusal, easement, restrictive covenant or other encroachment.

     “ LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 18, 2000, including any amendments and supplements thereto made through the date hereof.

     “ Operating Agreement ” means the Operating Agreement, dated as of February 7, 2000 by and among the Buyer, ValueVision, CNBC.com and NBC Universal (as successor in interest to NBC Internet, Inc.), including any amendments and supplements thereto made through the date hereof.

     “ Person ” means any individual, corporation, limited liability company, trust, partnership or other legal entity.

     “ Promotion Agreement ” means the Promotion Agreement, dated as of February 7, 2000 between the Company and NBC Universal (as successor in interest to NBC Internet, Inc.), including any amendments and supplements thereto made through the date hereof.

     “ Services Agreement ” means the Agreement for Services, dated May 18, 2004 between the Company and ValueVision, including any amendments and supplements thereto made through the date hereof.

     “ Supply Agreement ” means the Supply Agreement, dated as of February 7, 2000, between the Company and the Buyer, including any amendments and supplements thereto made through the date hereof.

     “ Terminated Agreements ” means collectively, the LLC Agreement, the Operating Agreement, the Supply Agreement, the License Agreement, the Advertising Agreement,


 

3

the Promotion Agreement and the Amended and Restated Limited Liability Company Agreement of the Company, dated as of February 7, 2000.

ARTICLE II SALE AND PURCHASE

          2.1 Transfer of Membership Interests . Upon the terms and subject to the conditions set forth in this Agreement and upon the execution and delivery of this Agreement by all the parties hereto (the “ Effective Time ”) (i) NBC agrees it will sell, assign, transfer and deliver to the Buyer, free and clear of all Liens, other than transfer restrictions arising under applicable securities laws, the NBC Company Interest and (ii) ValueVision agrees it will sell, assign, transfer and deliver to the Buyer, free and clear of all Liens, other than transfer restrictions arising under applicable securities laws, the ValueVision Company Interest.

          2.2 Purchase Price . The applicable purchase price set forth below for the Seller Company Interests shall be paid in cash at the Effective Time, by wire transfer of immediately available funds to the accounts designated in a written notice delivered by each Seller prior to the date hereof to the Buyer. The aggregate purchase price for all of the Seller Company Interests is equal to $175,000,000, which amount shall be allocated and paid as follows: (i) in consideration of the delivery to the Buyer in accordance with this Agreement of the NBC Company Interest, the Buyer shall pay to NBC an aggregate purchase price equal to $131,250,000 and (ii) in consideration of the delivery to the Buyer in accordance with this Agreement of the ValueVision Company Interest, the Buyer shall pay to ValueVision an aggregate purchase price equal to $43,750,000.

ARTICLE III REPRESENTATIONS OF THE SELLERS

     Each Seller, solely on its behalf and not on behalf of or with respect to the other Seller, represents and warrants to the Buyer and the other Seller on the date hereof as follows:

          3.1 Power . Such Seller has all requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

          3.2 Authorization and Binding Obligation . The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of such Seller, and no other proceedings on its part are necessary to authorize the execution, delivery or performance by such Seller of this Agreement.

               This Agreement has been duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by the Buyer and the other Seller, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).


 

4

          3.3 No Violations . The execution and delivery of this Agreement by such Seller and the consummation of the transactions contemplated hereby by such Seller (a) will not violate any provision of the organizational or other governing documents of such Seller, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which such Seller or any of its properties or assets is bound, and (c) will not result in a violation or breach of, or constitute a default under, any license, franchise, permit, indenture, agreement or other instrument to which such Seller is a party, or by which such Seller or any of its properties or assets, is bound, except in the case of items (b) and (c) only, for any violation, breach or default which is not material to such Seller.

          3.4 Ownership . Such Seller is the record owner of the membership interest in the Company set forth opposite such Seller’s name on Exhibit A hereto. Such Seller has the power to sell, assign, transfer and deliver such membership interest to the Buyer in accordance with this Agreement free and clear of all Liens other than transfer restrictions arising under applicable securities laws. Such Seller has good and valid title to such membership interest, and there are no claims or actions pending, or to the Knowledge of such Seller threatened, with respect to the title of such membership interest, except for those (i) set forth in the LLC Agreement and (ii) arising under this Agreement in favor of the Buyer. Upon delivery to the Buyer at the Effective Time of such membership interest of such Seller, and upon such Seller’s receipt of the portion of the purchase price to which it is entitled pursuant to Section 2.2 for the sale thereof, good and valid title to such membership interest will pass to the Buyer, free and clear of all Liens other than transfer restrictions arising under applicable securities laws. Other than as set forth on Exhibit A hereto, such Seller has no other equity interests in the Company. Such Seller’s membership interest in the Company is not subject to any contract or other arrangement restricting or otherwise relating to the voting rights or disposition of such membership interest other than as set forth in the LLC Agreement.

          3.5 Broker’s or Finder’s Fees . All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on by or on behalf of such Seller in such a manner as not to give rise to any claim against the Buyer or the Company for a finder’s fee, brokerage commission, advisory fee or other similar payment.

          3.6 Litigation . There is no claim, action, suit, proceeding or governmental investigation pending or, to the best Knowledge of such Seller, threatened, against such Seller by or before any Governmental Authority that would reasonably be expected to impede, hinder or delay the ability of such Seller to consummate the transactions contemplated by this Agreement in any respect.

          3.7 Consents and Approvals . Assuming the accuracy of the representations and warranties of the Buyer set forth in Article IV, no consent, order, approval, authorization, declaration or filing from or with any Governmental Authority (other than ValueVision’s filing of a Form 8-K with respect to this Agreement and the transactions contemplated hereby) is required on the part of such Seller to permit such


 

5

Seller to execute and deliver this Agreement and to fulfill all of such Seller’s obligations under this Agreement.

ARTICLE IV REPRESENTATIONS OF THE BUYER

     The Buyer represents and warrants to the Sellers on the date hereof as follows:

          4.1 Power . The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

          4.2 Authorization and Binding Obligation.

               (a) The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of the Buyer, and no other proceedings on its part are necessary to authorize the execution, delivery or performance by Buyer of this Agreement.

               (b) This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

          4.3 No Violations . The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby by the Buyer (a) will not violate any provision of the organizational or other governing documents of the Buyer, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which the Buyer or any of its properties or assets is bound, and (c) will not result in a violation or breach of, or constitute a default under, any license, franchise, permit, indenture, agreement or other instrument to which the Buyer is a party, or by which the Buyer or any of its properties or assets, is bound, except in the case of items (b) and (c) only, for any violation, breach or default which is not material to the Buyer.

          4.4 Broker’s or Finder’s Fees . All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on by or on behalf of the Buyer in such a manner as not to give rise to any claim against any Seller for a finder’s fee, brokerage commission, advisory fee or other similar payment.

          4.5 Litigation . There is no claim, action, suit, proceeding or governmental investigation pending or, to the best Knowledge of the Buyer, threatened against the Buyer by or before any Governmental Authority that would reasonably be expected to impede, hinder or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement in any respect.


 

6

          4.6 Sufficient Funds . The Buyer has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of all amounts to be paid by it to the Sellers under Section 2.2 and to pay its fees and expenses incurred in connection with the transactions contemplated by this Agreement.

          4.7 Consents and App


 
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