{"id":43644,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-purchase-agreement-americredit-corp-and-rainwater.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-purchase-agreement-americredit-corp-and-rainwater","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-purchase-agreement-americredit-corp-and-rainwater.html","title":{"rendered":"Stock Option Purchase Agreement &#8211; AmeriCredit Corp. and Rainwater Management Partners Ltd."},"content":{"rendered":"<pre>\n                      STOCK OPTION PURCHASE AGREEMENT\n\n     THIS STOCK OPTION PURCHASE AGREEMENT (the 'Agreement'), dated as of\nApril 4, 1994, is between AMERICREDIT CORP., a Texas corporation formerly named\nURCARCO, Inc., ('AmeriCredit'), and RAINWATER MANAGEMENT PARTNERS, LTD.,\na Texas limited partnership 'RMP').\n\n                                 RECITALS\n\n     WHEREAS, AmeriCredit has issued to RMP an option 'Option') to purchase 3.5\nmillion shares of its Common Stock, par value $.01 per share, pursuant to a\nStock Option Agreement, dated as of April 24, 1991, between AmeriCredit and\nRMP (the 'Stock Option Agreement'), and AmeriCredit desires to purchase the\nOption from RMP and cancel the Stock Option Agreement and the related\nRegistration Rights Agreement and the Management Services Agreement, each\nentered into as of April 24, 1991, between AmeriCredit and RMP (herein\nreferred to as the Registration Rights Agreement and the Management Services\nAgreement), and RMP desires to sell the Option to AmeriCredit and to cancel\neach of such agreements.\n\n                                 AGREEMENT\n\n     NOW, THEREFORE, for an in consideration of the mutual agreements herein\nand for other good and valuable consideration, the receipt and sufficiency of\nwhich is hereby acknowledged, the parties agree as follows:\n\n\n     Section 1.  Sale of Option.  RMP hereby sells, assigns, transfers, conveys,\nsets over and delivers to AmeriCredit the Option and all rights, title, interest\nand claims possessed by RMP under the Option and the Stock Option Agreement,\ntogether with all other right, title and interest and claim in and to the\nCommon Stock of AmeriCredit issuable thereunder and all rights, title and\ninterest and claims accrued and\/or accruing under the Registration Rights\nAgreement and the Management Services Agreement, in consideration for $6,237,000\nin hand paid in good funds on this date (the 'Sale').  The payment made by\nAmeriCredit hereunder is in full and final settlement and satisfaction of all\nobligations of whatsoever nature now or hereafter due by AmeriCredit to RMP,\nits partners, legal representatives, successors and assigns under the Option,\nthe Stock Option Agreement, the Registration Rights Agreement and the\nManagement Services Agreement (other than indemnifications obligations, if\nany, relating to this transaction or facts or circumstances occurring prior to\nthis transaction).  RMP hereby surrenders unto AmeriCredit the Stock Option\nAgreement for cancellation in accordance with the terms hereof, and\nAmeriCredit hereby acknowledges receipt of the original Stock Option Agreement,\nand hereby agrees to promptly mark it 'cancelled'.  RMP hereby acknowledges\nreceipt of $6,237,000 in good funds from AmeriCredit, and RMP, on its own\nbehalf and on behalf of its partners, legal representatives and its\nsuccessors and assigns, hereby unconditionally and forever waives, relinquishes\nand releases all right, title, interest and claim accrued or accruing to the\nbenefit of RMP under the Option and the Stock Option Agreement and under the\nManagement Services Agreement and the Registration Rights Agreement.\n\n     Section 2.  Representations of AmeriCredit.  AmeriCredit represents that it\nhas full power and authority to execute, deliver and perform this Agreement;\nthis Agreement has been duly authorized by all requisite corporate action on the\npart of AmeriCredit and has been duly executed and delivered by AmeriCredit;\nAmeriCredit has obtained all consents and approvals requisite to the\ntransactions contemplated hereby; and this Agreement constitutes a legal,\nvalid and binding obligation of AmeriCredit, enforceable against AmeriCredit,\nits legal representatives, successors and assigns, in accordance with its terms.\n\n     Section 3.  Representations of RMP.  RMP represents that:\n\n     (a) Any and all rights RMP, its partners and its and their legal\nrepresentatives, successors and assigns, possess in and to the Option and in\nand to shares of Common Stock issuable upon exercise of the Option or in and to\nany other rights accrued or accruing under the Option, the Stock Option\nAgreement, the Registration Rights Agreement and\/or the Management Services\nAgreement, are hereby and shall hereafter be null and void and are of no further\nforce or effect.\n\n     (b) RMP has full power and authority to execute, deliver and perform this\nAgreement; this Agreement has been duly authorized by all requisite partnership\naction on the part of RMP; RMP has obtained all consents and approvals requisite\nto the transactions contemplated hereby; and this Agreement has been duly\nexecuted and delivered by RMP, and constitutes a legal, valid and binding\nobligation of RMP, enforceable against RMP, its partners and its and their legal\nrepresentatives, successors and assigns, in accordance with its terms.\n\n     (c) RMP is the true and lawful owner of the Option and no part of the\nOption is in any respect encumbered or committed to be encumbered, and there are\nno other persons or entities claiming an interest therein, and RMP has not\nassigned to any person or entity any interest or rights under the Stock Option\nAgreement, the Registration Rights Agreement and the Management Services\nAgreement, and no other persons or entities have a claim or any interest or\nrights thereunder.\n\n\n     Section 4.  Miscellaneous.\n\n     (a) Binding Effect.  This Agreement may not be assigned by either party\nhereto.  Subject to the foregoing, this Agreement shall be binding upon and\ninure to the benefit of the parties hereto and their respective successors or\npermitted assigns.\n\n     (b) Severability.  Any provision of this Agreement which is prohibited or\nunenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to\nthe extent of such prohibition or unenforceability without invalidating the\nremaining provision hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render unenforceable such provision in any\nother jurisdiction.\n\n     (c) Entire Agreement; Modifications.  This instrument contains the entire\nagreement between the parties hereto with respect to the transactions\ncontemplated hereby.  Neither this Agreement nor any provisions hereof may be\nwaived, modified, amended, discharged or terminated except by an instrument in\nwriting signed by the party to be charged, and then only to the extent set forth\nin such instrument.\n\n     (d) Headings.  Descriptive headings contained herein are for convenience of\nreference only and shall not affect the meaning or interpretation hereof.\n\n     (e) Counterparts.  This Agreement may be executed simultaneously or in two\nor more counterparts, each of which together shall constitute one and the same\ninstrument.\n\n     (f) Applicable Law.  The rights and obligations of the parties to this\nAgreement shall be governed by the laws of the State of Texas applicable to\ncontracts made or to be performed entirely within such state.\n\n     (g) Further Assurances.  Each party hereto agrees to execute any and all\ndocuments, and to perform such other acts, whether before or after the date\nhereof, that may be reasonably necessary or expedient to further the purposes of\nthis Agreement or to further assure the benefits intended to be conferred\nhereby.\n\n     (h) Survival.  All representations, warranties, obligations and under-\ntakings of the parties set forth herein shall survive the execution and delivery\nof this Agreement and Sale and other transactions contemplated hereby.\n\n\n     The parties execute this Agreement as of the date first above written.\n\n                        AMERICREDIT CORP.\n\n\n                        By:        \/s\/ Clifton H. Morris, Jr.             \n                             Clifton H. Morris, Jr., Chairman of the\n                             Board of Directors, President and \n                             Chief Executive Officer\n\n                        RAINWATER MANAGEMENT PARTNERS, LTD.\n\n                        By:  Rainwater, Inc., its sole general partner\n\n                             By:            \/s\/ John C. Goff           \n                                   John C. Goff, Vice President\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9622,9627],"class_list":["post-43644","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__credit","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\/43644","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=43644"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43644"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43644"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43644"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}