SHARE REPURCHASE AGREEMENTStock Repurchase Agreement |
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STEELCASE INC | Crastecom B Limited Partnership. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.3
SHARE REPURCHASE AGREEMENT
This Share Repurchase Agreement (this “Agreement”) is entered into as of January 17, 2007, by and between Steelcase Inc., a Michigan corporation (the “ Company ”) and Crastecom B Limited Partnership, a Delaware limited partnership (the “ Seller ”).
RECITALS
WHEREAS, the Seller desires to sell to the Company, and the Company desires to purchase from the Seller, 2,000,000 shares (the “ Shares ”) of Class B Common Stock of the Company (the “ Class B Common Stock ”);
WHEREAS, the Board of Directors of the Company (the “ Board ”) has previously authorized share repurchase programs which permit the Company to repurchase up to 11 million shares and $100 million of shares, respectively, of Class A Common Stock of the Company (the “ Class A Common Stock ”) and/or Class B Common Stock (together with Class A Common Stock, “ Common Stock ”) and 1,446,693 shares and $100 million of shares, respectively, of Common Stock remain available for repurchase under such programs; and
WHEREAS, the Board believes it is in the best interests of the Company and its shareholders to purchase the Shares from the Seller upon the terms and subject to the conditions set forth in this Agreement.
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, convey, assign, transfer and deliver to the Company, free and clear of any Liens (as defined below), and the Company shall purchase from the Seller, the Shares for an aggregate amount equal to $36,200,000 (the “ Purchase Price ”).
1.2 Delivery . On January 22, 2007 (the “ Closing Date ”), pursuant to this Agreement, the Seller shall arrange for the surrender of 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 the Closing Date, the Company will deliver the Purchase Price by wire transfer to an account specified in writing by the Seller. The Seller acknowledges that, following delivery of the Purchase 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 its 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. Except for filings required pursuant to Sections 13d or 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules promulgated thereunder, no permit, approval or consent of, or notification to any governmental or regulatory 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 . The Seller is the sole beneficial owner of the Shares, free and clear of any liens, claims, charges, restrictions, options, preemptive rights, mortgages, agreements, hypothecations, assessments, pledges, encumbrances or security interests of any kind or nature whatsoever, except for restrictions imposed by applicable securities laws and regulations (collectively, “ Liens ”). The record owner of the Shares is Trent & Co. The Seller has good and marketable title to the Shares, free and clear of all Liens whatsoever, subject only to transfer and other restrictions applicable to all shares of Class B Common Stock as specified in the Company’s articles of incorporation. The Seller has the full power and authority to transfer full legal ownership of the Shares. 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) (i) conflict with or result in a breach of any provision of the organizational documents of the Seller, (ii) result in the breach of any mortgage, note, contract or other agreement or obligation of any kind or nature by which the Seller or the Seller’s properties are bound, (iii) violate or conflict with any provisions of any applicable law, rule or regulation by which the Seller or the Seller’s properties are bound or (iv) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory entity to which the Seller or the Seller’s properties are 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, assets, 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 evaluati






