{"id":43346,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/class-b-stock-purchase-agreement-dynegy-inc-and-chevron-u-s-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"class-b-stock-purchase-agreement-dynegy-inc-and-chevron-u-s-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/class-b-stock-purchase-agreement-dynegy-inc-and-chevron-u-s-a.html","title":{"rendered":"Class B Stock Purchase Agreement &#8211; Dynegy Inc. and Chevron U.S.A. Inc."},"content":{"rendered":"<pre> \n                             CLASS B COMMON STOCK\n                              PURCHASE AGREEMENT\n                                        \n                                BY AND BETWEEN\n\n                                  DYNEGY INC.\n                            an Illinois Corporation\n\n                                      AND\n\n                              CHEVRON U.S.A. INC.\n                           a Pennsylvania Corporation\n                                        \n\n                                 APRIL 17, 2000\n                                        \n\n \n     THIS CLASS B COMMON STOCK PURCHASE AGREEMENT (this 'Agreement') is made as\nof the 17th day of April, 2000, by and between Dynegy Inc., an Illinois\ncorporation (the 'Company') and Chevron U.S.A. Inc., a Pennsylvania corporation\n('Chevron').\n\n     WHEREAS, the Company and Chevron are parties to that certain Shareholder\nAgreement dated as of June 14, 1999 (the 'Shareholder Agreement'), pursuant to\nwhich Chevron has the right to preserve its proportionate interest in the equity\nvalue of the Company;\n\n     WHEREAS, the Company has notified Chevron pursuant to the applicable\nprovision of the Shareholder Agreement of its intention to offer shares of its\nClass A common stock, no par value (the 'Class A Common Stock'), in a registered\npublic offering (the 'Public Offering');\n\n     WHEREAS, the Company has granted the underwriters of the Public Offering an\noption to purchase additional shares of its Class A Common Stock to cover over-\nallotments, if any (the 'Over-allotment Option');\n\n     WHEREAS, the Company and Chevron are parties to a letter agreement dated\nApril __, 2000 (the 'Letter Agreement'), which Letter Agreement sets forth\ncertain notice requirements associated with Chevron's election to purchase its\nproportionate interest of the shares the Company desires to sell;\n\n     WHEREAS, Chevron has notified the Company pursuant to the applicable\nprovision of the Shareholder Agreement and the Letter Agreement of its desire to\npreserve its proportionate interest in the equity value of the Company as a\nresult of the Public Offering;\n\n     WHEREAS, pursuant to the Letter Agreement Chevron has agreed to notify the\nCompany whether or not it intends to preserve its proportionate interest in the\nequity value of the Company within twenty-four hours following the exercise of\nthe Over-allotment Option by the underwriters of the Public Offering;\n\n     WHEREAS, the Company and Chevron wish to set forth the terms and conditions\nupon which the Company will sell to Chevron shares of its Class B common stock,\nno par value (the 'Class B Common Stock'), in one or more private placements to\noccur immediately following the closing of the Public Offering and, if\napplicable, immediately following the closing related to the Over-allotment\nOption in satisfaction of the Company's obligations under the Shareholder\nAgreement;\n\n     NOW, THEREFORE, in consideration of the premises and the mutual promises\nhereinafter set forth and other good and valuable consideration the receipt and\nsufficiency of which are hereby acknowledged, the parties hereby agree as\nfollows:\n\n          1.   Purchase and Sale of Class B Common Stock.\n\n               1.1 Sale and Issuance of Class B Common Stock. Subject to the\nterms and conditions of this Agreement, the Company agrees to sell to Chevron\nand Chevron agrees to purchase from the Company 1,293,055 shares of the\nCompany's Class B Common Stock, no par value (the 'Firm Stock') in connection\nwith the closing relating to the Public Offering (the \n\n                                       \n\n \n'Initial Closing'). In addition, in the event the underwriters of the Public\nOffering elect to exercise the Over-allotment Option and Chevron elects to\npreserve its proportionate interest in the Company following such exercise (as\nprovided in the Letter Agreement), the Company agrees to sell to Chevron and\nChevron agrees to purchase from the Company up to 308,000 additional shares of\nthe Company's Class B Common Stock (the 'Option Stock' and together with the\nFirm Stock, the 'Stock') in connection with the closing relating to the Over-\nallotment Option (the 'Option Closing'). In connection with the Option Closing,\nif applicable, Chevron shall purchase that number of shares of Option Stock\nequal to the percentage of the Over-allotment Option exercised by the\nunderwriters of the Public Offering multiplied by the total number of shares of\nOption Stock set forth in the preceding sentence.\n\n               1.2 Registration Rights. The Stock issued under this Agreement\nshall be deemed to be Registrable Common Stock as that term is defined in that\ncertain Registration Rights Agreement dated as of June 14, 1999, and Chevron\nshall be entitled to the same registration rights respecting the Stock as\nprovided in such Registration Rights Agreement.\n\n               1.3 The Closings. The Initial Closing shall be held on the date,\nat the location and immediately following the closing relating to the Public\nOffering, or, if later, upon satisfaction or waiver of each of the conditions\nset forth in Sections 4 and 5. At the Initial Closing, the Company will deliver\nthe Firm Stock to Chevron against payment of the purchase price therefor by wire\ntransfer. The Option Closing shall be held within one business day of the\nclosing relating to the Over-allotment Option, or, if later, upon satisfaction\nor waiver of each of the conditions set forth in Sections 4 and 5, and, in\neither case, at a location and time mutually agreed upon by the Company and\nChevron. At the Option Closing, the Company will deliver the Option Stock to\nChevron against payment of the purchase price therefor by wire transfer. The\npurchase price for each share of Stock shall be equal to the public offering\nprice less the underwriting discount set forth on the final prospectus relating\nto the Public Offering.\n\n          2.  Representations and Warranties of the Company.  The Company hereby\nrepresents and warrants to Chevron that:\n\n               2.1 Organization and Good Standing. The Company is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Illinois and has all requisite corporate power and authority to carry\nout the transactions contemplated by this Agreement.\n\n               2.2 Authorization. The Company has all requisite authority to\nenter into this Agreement and to perform all the obligations required to be\nperformed by the Company hereunder. The execution, delivery and performance of\nthis Agreement have been duly authorized by all necessary corporate action of\nthe Company, and this Agreement constitutes a valid and binding obligation of\nthe Company, enforceable in accordance with its terms.\n\n               2.3 Valid Issuance of Stock. The Stock, when issued, sold and\ndelivered in accordance with the terms hereof for the consideration expressed\nherein, will be duly and validly issued, fully paid and nonassessable and will\nbe free of restrictions on transfer other than restrictions on transfer under\nthis Agreement and under applicable state and federal securities laws. Subject\nto the truth and accuracy of Chevron's representations set forth in \n\n                                       2\n\n \nSection 3 of this Agreement, the offer, sale and issuance of the Stock as\ncontemplated by this Agreement are exempt from the registration requirements of\nany applicable state and federal securities laws.\n\n               2.4 Compliance with Other Documents. The execution and delivery\nof this Agreement, consummation of the transactions contemplated hereby, and\ncompliance with the terms and provisions hereof will not conflict with or result\nin a breach of the terms and conditions of, or constitute a default under the\ncharter documents of the Company, as amended to date, or of any material\ncontract or agreement to which the Company is now a party, except where such\nconflict, breach or default of any such contract or agreement, either\nindividually or in the aggregate, would not have a material adverse effect on\nthe Company's business, financial condition or results of operations.\n\n          3. Representations and Warranties of Chevron. Chevron hereby\nrepresents and warrants that:\n\n               3.1 Authorization. Chevron has all requisite authority to enter\ninto this Agreement and to perform all the obligations required to be performed\nby Chevron hereunder. The execution, delivery and performance of this Agreement\nhave been duly authorized by all necessary corporate action of Chevron, and this\nAgreement constitutes a valid and binding obligation of Chevron, enforceable in\naccordance with its terms.\n\n               3.2 Investigation. Chevron acknowledges that it has had an\nopportunity to discuss the business, affairs and current prospects of the\nCompany with the Company's management. Chevron further acknowledges having had\naccess to information about the Company that it has requested or considers\nnecessary for purposes of purchasing the Stock.\n\n               3.3 Accredited Investor. Chevron is an 'accredited investor' as\nsuch term is defined in Regulation D under the Securities Act of 1933, as\namended (the 'Act').\n\n               3.4 Qualified Institutional. Chevron is a 'qualified\ninstitutional buyer' as such term is defined in Rule 144A promulgated under the\nAct.\n\n               3.5  Restricted Securities.\n\n               (a)  Chevron is acquiring the Stock solely for its own beneficial\n          account, for investment purposes, and not with a view to, or for\n          resale in connection with, any distribution of the Stock.  Chevron\n          understands that the securities being purchased have not been\n          registered under the Act or any state securities laws by reason of\n          specific exemptions under the provisions thereof which depend in part\n          upon the investment intent of Chevron and of the other representations\n          made by Chevron in this Agreement.  Chevron understands that the\n          Company is relying upon the representations and agreements contained\n          in this Agreement (and any supplemental information) for the purpose\n          of determining whether this transaction meets the requirements for\n          such exemptions.\n\n               (b)  Chevron understands that the shares of Stock being purchased\n          are 'restricted securities' under applicable federal securities laws\n          and that the Act and \n\n                                       3\n\n \n          the rules of the SEC promulgated thereunder provide in substance that\n          Chevron may dispose of the Stock being purchased only pursuant to an\n          effective registration statement under the Act or an exemption\n          therefrom, and Chevron understands that the Company has no obligation\n          or intention to register the Stock being purchased, or to take action\n          so as to permit sales pursuant to the Act. Accordingly, Chevron\n          understands that under the SEC's rules, Chevron may dispose of the\n          Stock being purchased principally only in 'private placements' which\n          are exempt from registration under the Act, in which event the\n          transferee will acquire 'restricted securities' subject to the same\n          limitations as in the hands of Chevron. As a consequence, Chevron\n          understands that it must bear the economic risks of the investment in\n          the Stock purchased for an indefinite period of time.\n\n               (c)  Chevron agrees: (i) that it will not sell, assign, pledge,\n          give, transfer or otherwise dispose of the Stock purchased or any\n          interest therein, or make any offer or attempt to do any of the\n          foregoing, except pursuant to a registration of such securities under\n          the Act and all applicable state securities laws or in a transaction\n          which is exempt from the registration provisions of the Act and all\n          applicable state securities laws; (ii) that the certificate(s) for the\n          Stock purchased will bear a legend making reference to the foregoing\n          restrictions; and (iii) that the Company and any transfer agent for\n          the Stock purchased shall not be required to give effect to any\n          purported transfer of any of such Stock except upon compliance with\n          the foregoing restrictions.\n\n               (d)  Chevron has not offered or sold any portion of the Stock\n          purchased by Chevron and has no present intention of dividing such\n          Stock with others or of reselling or otherwise disposing of any\n          portion of such Stock either currently or after the passage of a fixed\n          or determinable period of time or upon the occurrence or nonoccurrence\n          of any predetermined event or circumstance.\n\n               3.6  Legends.  Chevron understands that the Stock may bear the\n          following legend:\n\n                    (a) 'THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT\n     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN\n     ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE\n     SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED\n     WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION\n     OF COUNSEL IN FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS\n     NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.'\n\n                    (b) 'THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT\n     TO THE PROVISIONS OF A SHAREHOLDER AGREEMENT BETWEEN THE COMPANY AND\n     CHEVRON AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR\n     OTHERWISE DISPOSED OF EXCEPT \n\n                                       4\n\n \nIN ACCORDANCE THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICE\nOF THE SECRETARY OF THE COMPANY.'\n\n          4. Conditions to Chevron's Obligations. The obligation of Chevron to\npurchase the Firm Stock at the Initial Closing and the Option Stock at the\nOption Closing is subject to the fulfillment on or prior to the Initial Closing\nor the Option Closing, as applicable, of the following conditions:\n\n          4.1 Representations and Warranties. The representations and warranties\nmade by the Company in Section 2 hereof shall be true and correct when made, and\nshall be true and correct as of such closing with the same force and effect as\nif they had been made on and as of such date, and the Company shall have\nperformed or satisfied all covenants and conditions in this Agreement prior to\nsuch closing.\n\n          4.2 Securities Laws. The offer and sale of the Stock to Chevron\npursuant to this Agreement shall be exempt from the registration requirements of\nthe Act and qualification requirements of all applicable state securities laws.\n\n          4.3 Authorizations. All authorizations, approvals, consents or\npermits, if any, of the Company's stockholders or any governmental authority or\nregulatory body that are required in connection with the lawful issuance and\nsale of the Stock pursuant to this Agreement shall have been duly obtained and\nshall be effective on and as of the Initial Closing or the Option Closing, as\napplicable.\n\n          4.4 Public Offering or Over-allotment Option Closing Consummated. The\nclosing of the Public Offering or the Over-allotment Option, as applicable,\nshall have occurred.\n\n          4.5 Delivery of Stock Certificate. The Company shall have delivered to\nChevron a stock certificate relating to the Firm Stock or the Option Stock, as\napplicable.\n\n          5. Conditions to the Company's Obligations. The obligation of the\nCompany to sell the Firm Stock at the Initial Closing and the Option Stock at\nthe Option Closing is subject to the fulfillment on or prior to the Initial\nClosing or Option Closing, as applicable, of the following conditions:\n\n          5.1 Representations and Warranties. The representations and warranties\nof Chevron contained in Section 3 hereof shall be true as of such closing with\nthe same force and effect as if they had been made on and as of such date, and\nChevron shall have performed or satisfied all covenants and conditions in this\nAgreement and the Letter Agreement prior to such closing.\n\n          5.2 Public Offering or Over-allotment Option Closing Consummated. The\nclosing of the Public Offering or the Over-allotment Option, as applicable,\nshall have occurred.\n\n                                       5\n\n \n               5.3 Payment of Purchase Price. Chevron shall have delivered to\nthe Company the purchase price for the Firm Stock or the Option Stock, as\napplicable, in accordance with Section 1.2 hereof.\n\n         6. Confidentiality. The parties hereto agree that, except with the\nprior written permission of the other party, it shall at all times keep\nconfidential and not divulge, furnish, or make accessible to anyone any\nconfidential information, knowledge, or data concerning or relating to the\nbusiness or financial affairs of such other party to which said party has been\nor shall become privy by reason of this Agreement, discussions or negotiations\nrelating to this Agreement, or the performance of its obligations hereunder.\n\n          7.  Miscellaneous.\n\n               7.1 Governing Law. This Agreement shall be governed in all\nrespects by the laws of the State of Delaware, without regard to the conflict of\nlaw provisions thereof.\n\n               7.2 Successors and Assigns. Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the respective successors and assigns of the parties hereto.\nNothing in this Agreement, express or implied, is intended to confer upon any\nparty other than the parties hereto or their respective successors and assigns\nany rights, remedies, obligations, or liabilities under or by reason of this\nAgreement, except as expressly provided in this Agreement.\n\n               7.3 Entire Agreement. This Agreement (as supplemented by the\napplicable provisions of the Shareholder Agreement and the Letter Agreement)\nconstitutes the entire understanding and agreement between the parties with\nregard to the subject matter hereof.\n\n               7.4 Notices. Except as otherwise provided, all notices and other\ncommunications required or permitted hereunder shall be in writing, shall be\neffective when given, and shall in any event be deemed to be given upon receipt\nor, if earlier, (i) five (5) days after deposit with the U.S. postal service or\nother applicable postal service, if delivered by first class mail, postage\nprepaid, (ii) upon delivery, if delivered by hand, (iii) one (1) business day\nafter the day of deposit with Federal Express or similar overnight courier,\nfreight prepaid, if delivered by overnight courier or (iv) one (1) business day\nafter the day of facsimile transmission, if delivered by facsimile transmission\nwith copy by first class mail, postage prepaid, and shall be addressed, (a) if\nto Chevron, at Chevron's address set forth below its signature, or at such other\naddress as Chevron shall have furnished to the Company in writing or (b) if to\nthe Company, at its address as set forth below its signature, or at such other\naddress as the Company shall have furnished to Chevron in writing.\n\n               7.5 Amendments and Waivers. Any term of this Agreement may be\namended and the observance of any term of the Agreement may be waived (either\ngenerally or in a particular instance and either retroactively or prospectively)\nonly with the written consent of the Company and Chevron.\n\n               7.6 Expenses. Irrespective of whether the Initial Closing or\nOption Closing is effected, the Company and Chevron shall each pay their own\ncosts and expenses incurred with respect to the negotiation, execution, delivery\nand performance of this Agreement.\n\n                                       6\n\n \n               7.7 Titles and Subtitles. The titles of the paragraphs and\nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n               7.8 Counterparts. This Agreement may be executed in counterparts,\neach of which shall be an original, but all of which together shall constitute\none instrument.\n\n               7.9 Severability. If one or more provisions of this Agreement are\nheld to be unenforceable under applicable law, such provision shall be excluded\nfrom this Agreement and the balance of the Agreement shall be interpreted as if\nsuch provision were so excluded and shall be enforceable in accordance with its\nterms.\n\n                                       7\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year hereinabove first written.\n\n                                 Dynegy Inc.\n\n                                 By: \/s\/ Robert D. Doty, Jr.\n                                     -----------------------\n                                     Robert D. Doty, Jr.\n                                     Senior Vice President\n\n                         Address:  1000 Louisiana, Suite 5800\n                                   Houston, Texas 77002\n\n                                 CHEVRON U.S.A. INC.\n\n                                 By: \/s\/ David R. Stevenson\n                                     ----------------------\n                                     David R. Stevenson\n                                     Assistant Secretary\n\n                         Address:\n\n                         Copy to:\n\n                                       \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7075,7381],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9622,9627],"class_list":["post-43346","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chevron-corp","corporate_contracts_companies-dynegy-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43346","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43346"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43346"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43346"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43346"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}