SHARE REPURCHASE AGREEMENTStock Repurchase Agreement |
|
|
You are currently viewing: This Stock Repurchase Agreement involves
CAREER EDUCATION CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Stock Repurchase Agreement by:
Exhibit 10.1
SHARE REPURCHASE AGREEMENT
This Share Repurchase Agreement (this “Agreement”) is entered into as of December 20, 2006, by and between CAREER EDUCATION CORPORATION, a Delaware corporation (the “ Company ”) and John M. Larson (the “ Seller ”).
RECITALS
WHEREAS, the closing price for the Common Stock as reported on the NASDAQ Global Select Market on December 20, 2006 (the “ Closing Date ”), was $25.01 per share (the “ Closing Price ”);
WHEREAS, the Seller has delivered to the Company an irrevocable notice of exercise of stock options (the “ Options ”), to purchase an aggregate of 1,652,000 shares (the “ Shares ”), of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), effective as of December 20, 2006, in the form attached hereto as Exhibit A (the “ Notice of Exercise ”), for an aggregate exercise price of $13,725,756.00 (the “ Aggregate Exercise Price ”), to be paid by the Seller on the Closing Date;
WHEREAS, the Seller desires to sell to the Company, and the Company desires to purchase from the Seller, all of the Shares for a per share purchase price equal to the Closing Price, representing an aggregate purchase price of $41,316,520.00 (the “ Purchase Price ”), subject to the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
SALE OF SHARES
1.1 Sale of Shares to Company . In reliance upon the respective representations and warranties of the parties set forth herein, the Seller shall sell to the Company, free and clear of any Liens (as defined in Section 2.2 ), and the Company shall purchase from the Seller, the Shares for an aggregate amount equal to the Settlement Price (as defined below).
1.2 Delivery . On the Closing Date, pursuant to this Agreement, the Seller hereby surrenders any stock certificate or stock certificates evidencing the Shares, together with any letters of instruction, stock powers or any other documents reasonably necessary to effect the purchase of the Shares by the Company.
1.3 Settlement . On December 26, 2006, the Company will deliver an amount
1
representing the Purchase Price less the Aggregate Exercise Price, subject to all applicable federal, state and local tax withholding requirements related to the exercise of the Options (the “ Settlement Price ”), by wire transfer to an account specified in writing by the Seller. The Seller acknowledges that, following delivery of the Settlement Price, the Seller shall have no further rights whatsoever with respect to the Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Company as follows:
2.1 Authority and Enforceability . The Seller has full power, right and authority to enter into and perform his obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. No permit, approval or consent of, or notification to any governmental entity or any other person is necessary in connection with the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby.
2.2 Title to Shares . Upon exercise of the Options, the Seller will be the beneficial and record owner of the Shares, free and clear of any liens, claims, charges, restrictions, options, preemptive rights, mortgages, hypothecations, assessments, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, “ Liens ”). Upon exercise of the Options, the Seller will have good and marketable title to the Shares, free and clear of all Liens whatsoever Upon consummation of the transactions provided for in this Agreement in accordance with the terms hereof, the Company will acquire good and marketable title to all of the Shares, free and clear of any Liens whatsoever.
2.3 No Violation . None of the execution and delivery of this Agreement, the consummation of the transactions provided for herein or contemplated hereby, nor the fulfillment by the Seller of the terms hereof will (with or without notice or passage of time or both): result in the breach of any mortgage, note, contract or other agreement or obligation of any kind or nature by which Seller or Seller’s properties may be bound.
2.4 Acknowledgment . Except as expressly set forth herein, the Seller acknowledges that the Company has not made, and is not making, any representation or warranty as to the business, properties, condition (financial or otherwise), risks, results of operations, prospects or any other aspect of the operations of the Company or its subsidiaries. The Seller has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the transaction contemplated to be made hereunder. The Seller has adequate information and has made his own independent investigation concerning the business, properties, condition (financial or otherwise), risks, results of operations and prospects of the Company and its subsidiaries taken as a whole to make an informed decision regarding the sale of Shares.
2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Seller as follows:
3.1 Organization and Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
3.2 Authorization; Power . The Company has a
