STOCK REPURCHASE AGREEMENTStock Repurchase Agreement |
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STANDARD PARKING CORP | Steamboat Industries LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Stock Repurchase Agreement by:
Exhibit 10.1
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STOCK REPURCHASE AGREEMENT
This
Stock Repurchase
Agreement (this
"Agreement") is
entered into as of
March 16, 2007, between Steamboat Industries LLC ("Seller") and
Standard Parking
Corporation, a Delaware corporation (the "Company").
RECITALS
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A.
Seller and its
affiliates have
control over certain
shares of common
stock, par value $0.001 per share, of the Company (the "Common
Stock").
B.
The Board of Directors of the Company (the "Board") has
authorized
the
repurchase of shares of its Common Stock for a value not to exceed
$20.0 million
(the "Repurchase").
C.
The Repurchase
authorized
by the Board will be
comprised of (i)
open
market repurchases of
Common Stock
authorized by the Company from time to time
("Open Market Purchases"), and (ii) repurchases of Common
Stock from the Seller
at the same price paid by the Company in each Open Market Purchase (the "SIL
Repurchases").
D.
Seller desires to sell and the Company
desires to purchase
shares of
common stock of the Company (the "Shares") in accordance with the terms and
conditions of this Agreement.
AGREEMENT
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NOW,
THEREFORE,
in consideration of
the mutual covenants set forth in the
Agreement and other
good and valuable consideration, the parties agree as
follows:
1.
Purchase of Shares. From the date of this Agreement through the
earliest
to occur of, (a) the date upon which the Board shall terminate the Repurchase
or, (b) the Company
consummates the
repurchase of shares having a value not to
exceed $20 million
(the "Term"),
Seller hereby agrees to sell Shares to the
Company from time to time, and the Company hereby agrees to
purchase Shares from
time to time, at the
same price paid by the
Company in each of its Open Market
Purchases, as set
forth on Schedule A attached hereto. The closing date of each
SIL Repurchase
shall be each Monday
during the Term (or the next business day)
for all Open Market
Purchases that
occurred during the
prior week, if any, or
such earlier date as
determined
by Seller (each such
date to be considered
a
"Closing Date"). On
each Closing Date, the Company shall pay the purchase price
for the Shares
to Seller in
immediately
available funds by check or by wire
transfer to an account
designated by Seller,
and Seller shall
deliver stock
certificates
representing the
Shares together with an executed assignment
separate from the
certificates
transferring
the Shares to the Company or
otherwise
properly endorsed
for transfer. The Company's officers shall
thereafter cause the
Shares to be cancelled
or held by the Company as treasury
stock.
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<PAGE>
2.
Specific Approval. The Company shall obtain the approval in advance
(the
"Specific Approval")
of the Audit
Committee (which may be by facsimile or
electronic mail) of each specific repurchase transaction in
accordance with Rule
16b-3(e) under the Securities Exchange Act of 1934, as amended,
if so requested
by John V. Holten, directly or directly through any of Seller, the JVH
Descendants' 2004
Trust and any other trust for which John V. Holten serves as
trustee and which is
the direct or indirect
beneficial owner of
shares of the
Company.
The Company shall
notify the Audit
Committee (which may be by facsimile or
electronic mail) of the date of such repurchase transacti






