{"id":43503,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/professional-on-line-inc-stock-purchase-agreement-american.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"professional-on-line-inc-stock-purchase-agreement-american","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/professional-on-line-inc-stock-purchase-agreement-american.html","title":{"rendered":"Professional On Line Inc. Stock Purchase Agreement &#8211; American Lawyer Media Inc. and Law.Com Acquisition Corp."},"content":{"rendered":"<pre>\n\n                            STOCK PURCHASE AGREEMENT\n\n     STOCK PURCHASE AGREEMENT (this 'AGREEMENT'), dated as of July 27, 1999,\namong American Lawyer Media, Inc., a Delaware corporation ('SELLER'), Law.Com\nAcquisition Corp., a Delaware corporation ('BUYER'), and Professional On Line,\nInc., a Delaware corporation (the 'COMPANY').\n\n                                    RECITALS\n\n     A. Seller owns all the common stock, par value $.01 per share (the 'COMMON\nSTOCK'), and all of the preferred stock, par value $.01 per share (the\n'PREFERRED STOCK', and together with the Common Stock, the 'CAPITAL STOCK'), of\nthe Company, which shares constitute as of the date hereof, all of the issued\nand outstanding Capital Stock of the Company.\n\n     B. Buyer wishes to purchase from Seller, and Seller wishes to sell to\nBuyer, the Common Stock, upon the terms and subject to the conditions set forth\nherein.\n\n                Accordingly, the parties hereto agree as follows:\n\n     1.   PURCHASE OF THE COMMON STOCK. As of the date hereof, Buyer will\npurchase from Seller, and Seller will sell, assign, transfer and deliver to\nBuyer, 600 shares of the Common Stock, in consideration of the payment from\nBuyer to Seller of the amount of $1,000,000 in cash.\n\n     2.   REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY. Each of\nSeller and the Company represents and warrants to Buyer as of the date hereof as\nfollows:\n\n          (a)  CORPORATE EXISTENCE AND POWER. Each of Seller and the Company is\na corporation duly incorporated, validly existing and in good standing under the\nlaws of the State of Delaware. Each of Seller and the Company has all corporate\npower and all governmental licenses, authorizations, Permits, consents and\napprovals required to carry on their respective businesses as now conducted.\n\n          (b)  CORPORATE AUTHORIZATION; ENFORCEABILITY. The execution, delivery\nand performance by each of Seller and the Company of this Agreement are within\ntheir respective corporate powers and have been, duly authorized by all\nnecessary corporate action on the part of each of Seller and the Company. This\nAgreement has been duly executed and delivered by each of Seller and the Company\nand constitutes the valid and binding agreement of each of Seller and the\nCompany, enforceable against each of Seller and the Company in accordance with\ntheir respective terms, except to the extent that its enforceability may be\nsubject to applicable bankruptcy, insolvency, reorganization, moratorium and\nsimilar Laws affecting the enforcement of creditors' rights generally and by\ngeneral equitable principles.\n\n\n\n\n          (c)  GOVERNMENTAL AUTHORIZATION. The execution, delivery and\nperformance by each of Seller and the Company of this Agreement require no\nconsent, approval, Order, authorization or action by or in respect of, or filing\nwith, any Governmental Authority.\n\n          (d)  NON-CONTRAVENTION; CONSENTS. Except as disclosed on SCHEDULE 2(D)\nattached hereto, the execution, delivery and performance by each of Seller and\nthe Company of this Agreement and the consummation of the transactions\ncontemplated hereby do not (i) violate the certificate of incorporation or\nbylaws of Seller or the Company, (ii) violate any applicable Law or Order, (iii)\nrequire any filing with or Permit, consent or approval of, or the giving of any\nnotice to, any Person (including filings, consents or approvals required under\nany Permits of Seller or the Company or any licenses to which the Company is a\nparty), (iv) result in a violation or breach of, conflict with, constitute (with\nor without due notice or lapse of time or both) a default under, or give rise to\nany right of termination, cancellation or acceleration of any right or\nobligation of the Company or to a loss of any benefit to which the Company is\nentitled under, any Contract, agreement or other instrument binding upon the\nCompany or any license, franchise, Permit or other similar authorization held by\nthe Company, or (v) result in the creation or imposition of any Lien on any\nasset of the Company.\n\n          (e)  CAPITALIZATION. As of the date hereof, Seller owns 600 shares of\nthe Common Stock and 100 shares of the Preferred Stock, which shares of the\nCommon Stock and the Preferred Stock represent 100% of the authorized, issued\nand outstanding Capital Stock of the Company. The Common Stock to be acquired by\nBuyer will be duly authorized, validly issued, fully-paid, nonassessable and\nfree and clear of any Liens.\n\n     3.   REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants\nto each of Seller and the Company as of the date hereof as follows:\n\n          (a)  CORPORATE EXISTENCE AND POWER. Buyer is a corporation duly\nincorporated, validly existing and in good standing under the laws of the State\nof Delaware. Buyer has all corporate power and all governmental licenses,\nauthorizations, Permits, consents and approvals required to carry on its\nbusiness as now conducted.\n\n          (b)  CORPORATE AUTHORIZATION; ENFORCEABILITY. The execution, delivery\nand performance by Buyer of this Agreement are within Buyer's corporate powers\nand have been duly authorized by all necessary corporate action on the part of\nBuyer. This Agreement has been duly executed and delivered by Buyer and\nconstitutes the valid and binding agreement of Buyer, enforceable against Buyer\nin accordance with its terms, except to the extent that its enforceability may\nbe subject to applicable bankruptcy, insolvency, reorganization, moratorium and\nsimilar laws affecting the enforcement of creditors' rights generally and by\ngeneral equitable principles.\n\n          (c)  GOVERNMENTAL AUTHORIZATION. The execution, delivery and\nperformance by Buyer of this Agreement require no consent, approval, Order,\nauthorization or action by or in respect of, or filing with, any Governmental\nAuthority.\n\n\n\n\n          (d)  NON-CONTRAVENTION; CONSENTS. The execution, delivery and\nperformance by Buyer of this Agreement, and the consummation of the transactions\ncontemplated hereby do not (i) violate the certificate of incorporation or\nbylaws of Buyer or (ii) violate any applicable Law or Order.\n\n     4.   DEFINITIONS. As used in this Agreement:\n\n          (a)  'AFFILIATE' means, with respect to any Person, any other Person\ndirectly or indirectly controlling, controlled by or under common control with\nthe first Person. For the purposes of this definition, 'CONTROL,' when used with\nrespect to any Person, means the possession, directly or indirectly, of the\npower to (i) vote 10% or more of the securities having ordinary voting power for\nthe election of directors (or comparable positions) of such Person or (ii)\ndirect or cause the direction of the management and policies of such Person,\nwhether through the ownership of voting securities, by contract or otherwise,\nand the terms 'CONTROLLING' and 'CONTROLLED' have meanings correlative to the\nforegoing.\n\n          (b)  'CONTRACTS' means any contracts (whether written or oral),\ncommitments, leases of personal property, purchase orders, contracts to purchase\nraw materials, contracts for services and supplies, contracts to supply or sell\nproducts and all of the other agreements (whether written or oral);\n\n          (c)  'GOVERNMENTAL AUTHORITY' means any domestic or foreign\ngovernmental or regulatory authority;\n\n          (d)  'LAW' means any federal, state or local statute, law, rule,\nregulation, ordinance, code, Permit, license, policy or rule of common law;\n\n          (e)  'LIEN' means, with respect to any property or asset, any\nmortgage, lien, pledge, charge, security interest, encumbrance or other adverse\nclaim of any kind in respect of such property or asset. For the purposes of this\nAgreement, a Person will be deemed to own, subject to a Lien, any property or\nasset which it has acquired or holds subject to the interest of a vendor or\nlessor under any conditional sale agreement, capital lease or other title\nretention agreement relating to such property or asset;\n\n          (f)  'ORDER' means any judgment, injunction, judicial or\nadministrative order or decree;\n\n          (g)  'PERMIT' means any government or regulatory license,\nauthorization, permit, franchise, consent or approval; and\n\n          (h)  'PERSON' means an individual, corporation, partnership, limited\nliability company, association, trust or other entity or organization, including\na government or political subdivision or an agency or instrumentality thereof.\n\n\n\n\n     5.   MISCELLANEOUS.\n\n          (a)  COUNTERPARTS. This Agreement may be signed in any number of\ncounterparts, each of which will be deemed an original but all of which together\nshall constitute one and the same instrument.\n\n          (b)  AMENDMENTS AND WAIVERS. (i) Any provision of this Agreement may\nbe amended or waived if, but only if, such amendment or waiver is in writing and\nis signed, in the case of an amendment, by each party to this Agreement, or in\nthe case of a waiver, by the party against whom the waiver is to be effective.\n\n          (ii) No failure or delay by any party in exercising any right, power\nor privilege hereunder will operate as a waiver thereof nor will any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege. The rights and remedies herein\nprovided will be cumulative and not exclusive of any rights or remedies provided\nby Law.\n\n          (c)  SUCCESSORS AND ASSIGNS. The provisions of this Agreement will be\nbinding upon and inure to the benefit of the parties hereto and their respective\nsuccessors and assigns; PROVIDED that no party may assign, delegate or otherwise\ntransfer (including by operation of Law) any of its rights or obligations under\nthis Agreement without the consent of each other party hereto. Notwithstanding\nthe foregoing, the Buyer may assign its rights and delegate its obligations\nunder the Agreement to an Affiliate of Buyer without the consent of any other\nparty hereto. Any assignment in violation of this subsection will be void AB\nINITIO.\n\n          (d)  NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole\nbenefit of the parties hereto and their permitted successors and assigns and\nnothing herein expressed or implied will give or be construed to give to any\nPerson, other than the parties hereto and such permitted successors and assigns\nany legal or equitable rights hereunder.\n\n          (e)  GOVERNING LAW. This Agreement will be governed by, and construed\nin accordance with, the internal substantive law of the State of New York.\n\n          (f)  JURISDICTION. Except as otherwise expressly provided in this\nAgreement, any suit, action or proceeding seeking to enforce any provision of,\nor based on any matter arising out of or in connection with, this Agreement or\nthe transactions contemplated hereby may be brought in any court of competent\njurisdiction in the Borough of Manhattan, New York and the United States\nDistrict Court for the Southern District of New York (assuming that such court\notherwise has jurisdiction) and each of the parties hereby consents to the\nnon-exclusive jurisdiction of such courts (and of the appropriate appellate\ncourts therefrom) in any such suit, action or proceeding and irrevocably waives,\nto the fullest extent permitted by Law, any objection which it may now or\nhereafter have to the laying of the venue of any such suit, action or proceeding\nin any such court or that any such suit, action or proceeding which is brought\nin any such court has been brought in an inconvenient forum. Process in any such\nsuit, action \n\n\n\n\nor proceeding may be served on any party anywhere in the world, whether within\nor without the jurisdiction of any such court.\n\n          (g)  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY\nIRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,\nCLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING\nOUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED\nHEREBY.\n\n          (h)  HEADINGS. The headings in this Agreement are for convenience of\nreference only and will not control or affect the meaning or construction of any\nprovisions hereof.\n\n          (i)  ENTIRE AGREEMENT. This Agreement (including the Schedules)\nconstitute the entire agreement among the parties with respect to the subject\nmatter of this Agreement. This Agreement (including the Schedules hereto)\nsupersede all prior agreements and understandings, both oral and written,\nbetween the parties with respect to the subject matter hereof of this Agreement.\n\n          (j)  SEVERABILITY. If any provision of this Agreement or the\napplication of any such provision to any Person or circumstance is held invalid,\nillegal or unenforceable in any respect by a court of competent jurisdiction,\nthe remainder of the provisions of this Agreement (or the application of such\nprovision in other jurisdictions or to Persons or circumstances other than those\nto which it was held invalid, illegal or unenforceable) will in no way be\naffected, impaired or invalidated, and to the extent permitted by applicable\nLaw, any such provision will be restricted in applicability or reformed to the\nminimum extent required for such provision to be enforceable. This provision\nwill be interpreted and enforced to give effect to the original written intent\nof the parties prior to the determination of such invalidity or\nunenforceability.\n\n              [THE REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK.]\n\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and delivered effective as of the date first above written.\n\n                                      AMERICAN LAWYER MEDIA, INC.\n\n                                      By:\n                                         ---------------------------------------\n                                         Stephen C. Jacobs\n                                         Vice President\n\n                                      LAW.COM ACQUISTION CORP.\n\n                                      By:\n                                         ---------------------------------------\n                                         Anup Bagaria\n                                         Vice President\n\n                                      PROFESSIONAL ON LINE, INC.\n\n                                      By:\n                                         ---------------------------------------\n                                         Stephen C. Jacobs\n                                         Vice President\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6674],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9622,9627],"class_list":["post-43503","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-lawyer-media-inc","corporate_contracts_industries-media__newspapers","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\/43503","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=43503"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43503"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43503"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43503"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}