{"id":43673,"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-purchase-agreement-equity-office-properties-management3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-equity-office-properties-management3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-equity-office-properties-management3.html","title":{"rendered":"Stock Purchase Agreement &#8211; Equity Office Properties Management Corp. and Beacon Property Management Corp."},"content":{"rendered":"<pre>\n                          STOCK PURCHASE AGREEMENT\n\n\n     THIS STOCK PURCHASE AGREEMENT (the 'Agreement'), dated as of September 14,\n1997, is made and entered into among Equity Office Properties Management Corp.,\na Delaware corporation ('Purchaser'), and the undersigned stockholders (each, a\n'Stockholder,' and collectively, the 'Stockholders') of Beacon Property\nManagement Corporation, a Delaware corporation (the 'Company').\n\n     WHEREAS, Equity Office Properties Trust, a Maryland real estate investment\ntrust ('Equity Office Properties'), Equity Office Properties Operating Limited\nPartnership, a Delaware limited partnership ('Equity Office Properties\nPartnership'), Beacon Properties Corporation, a Maryland corporation\n('Beacon'), and Beacon Properties, L.P., a Delaware limited partnership\n('Beacon Partnership'), have on the date hereof entered into an Agreement and\nPlan of Merger (the 'Merger Agreement') pursuant to which Beacon shall be\nmerged with and into Equity Office Properties and Beacon Partnership shall be\nmerged with and into Equity Office Properties Partnership (the 'Mergers');\n\n     WHEREAS, the authorized capital stock of the Company consists of (i) one\nthousand (1,000) shares, $.01 par value per share (the 'Voting Shares'), of\nwhich nine hundred ninety (990) shares are issued and outstanding and owned by\nthe Stockholders as set forth on Exhibit A and ten (10) shares of which are\nissued and outstanding and owned by Beacon Partnership, and (ii) one thousand\n(1,000 ) shares of non voting stock, $.01 par value per share, of which one\nthousand (1,000) shares are issued and outstanding and owned by Beacon\nPartnership; and\n\n     WHEREAS, as an inducement to Equity Office Properties and Equity Office\nProperties Partnership to enter into the Merger Agreement, the Stockholders\nhave agreed to sell all of the outstanding Voting Shares held by them to\nPurchaser.\n\n     NOW, THEREFORE, in consideration of the premises and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereto agree as follows:\n\n                                  ARTICLE 1\n\n                              SALE AND PURCHASE\n\n     1.1 Sale of Voting Shares.  Subject to, and in consideration of, the terms\nand conditions of this Agreement, at the Closing (as defined in Article 2),\neach Stockholder shall sell, and Purchaser shall purchase, all right, title and\ninterest of such Stockholder in the Voting Shares set forth opposite such\nStockholder's\n\n\n\n\n\n\n\nname on Exhibit A.  At the Closing, each Stockholder shall deliver or cause to\nbe delivered to Purchaser, stock certificates representing the Voting Shares\nset forth opposite such Stockholder's name on Exhibit A, duly endorsed in blank\nor accompanied by stock powers duly executed in blank, in proper form for\ntransfer, with all appropriate stock transfer tax stamps affixed.\n\n     1.2 Purchase Price; Delivery.  In consideration of the sale, assignment,\ntransfer, conveyance and delivery described above, at the Closing Purchaser\nwill pay each Stockholder in immediately available funds an amount equal to (i)\nthe number of Voting Shares set forth opposite such Stockholder's name on\nExhibit A hereto, multiplied by (ii) the fair market value per Voting Share as\ndetermined by the parties hereto (or, if the parties are unable to so agree,\nbased upon an appraisal by an independent appraiser unaffiliated with any party\nhereto in a manner consistent with industry practice).\n\n                                  ARTICLE 2\n\n                                   CLOSING\n\n     2.1 Closing; Closing Date.  Subject to the satisfaction or waiver of the\nconditions set forth in Article 5, the closing of the sale and purchase of the\nVoting Shares (the 'Closing') shall take place on the same date, and at the\nsame time and place, as the closing under the Merger Agreement, or at such\nother time and place as shall be agreed upon by the parties.  The time and date\nof the Closing shall be referred to as the 'Closing Date.'\n\n                                  ARTICLE 3\n\n                       REPRESENTATIONS AND WARRANTIES\n\n     3.1 Representations and Warranties of Stockholders.   Each Stockholder\nrepresents and warrants to Purchaser as to itself or himself as follows:\n\n     (a) Title.  Such Stockholder is, and on the Closing Date will be, the\nbeneficial and record owner of the Voting Shares set forth opposite such\nStockholder's name on Exhibit A, free and clear of all pledges, liens,\nencumbrances, restrictions, voting agreements or trusts, rights, claims or\ncharges of any nature or kind whatsoever (collectively, 'Claims').  Upon\ndelivery to Purchaser of the certificate or certificates representing such\nVoting Shares duly endorsed in blank for transfer or with stock powers attached\nduly executed in blank, against delivery of the Purchase Price, good and valid\ntitle to such Voting Shares shall be transferred to Purchaser free and clear of\nany and all Claims.\n\n     (b) Capacity.  Such Stockholder has full legal right, capacity, authority\nand power to execute and deliver this Agreement and to consummate the\ntransactions contemplated hereby.\n\n     (c) Binding Obligation.  This Agreement has been duly executed and\ndelivered by such Stockholder and constitutes such Stockholder's legal, valid\nand binding obligation, \n\n                                    - 2 -\n\n\n\n\n\n\nenforceable against such Stockholder in accordance with and subject to its\nterms, subject to applicable bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditors' rights and general principles of equity.\n\n     (d) Non-Contravention.  Neither the execution and delivery by such\nStockholder of this Agreement nor the consummation by such Stockholder of the\ntransactions contemplated hereby conflict with, or result in any breach of,\nconstitute a default under, permit the termination of, or result in the\nacceleration of any indebtedness under, any agreement, contract, lease,\npromissory note, indenture, covenant or other arrangement to which such\nStockholder is a party or by which such Stockholder is, or such Stockholder's\nassets are, bound.\n\n     3.2 Representations and Warranties of Purchaser.  Purchaser represents and\nwarrants to each Stockholder as follows:\n\n     (a) Organization and Standing.  Purchaser (i) is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware, (ii) has the full and unrestricted corporate power and corporate\nauthority to execute and deliver this Agreement and to consummate the\ntransactions contemplated hereby and (iii) has the full and unrestricted\ncorporate power and authority to own, operate and lease its properties and to\ncarry on its business.\n\n     (b) Authorization.  The execution and delivery of this Agreement by\nPurchaser, and the consummation by Purchaser of the transactions contemplated\nhereby, have been duly and validly authorized by all necessary corporate or\nother action on the part of Purchaser.\n\n     (c) Binding Obligation.  This Agreement has been duly executed and\ndelivered by Purchaser and constitutes Purchaser's legal, valid and binding\nobligation, enforceable against Purchaser in accordance with and subject to its\nterms, subject to applicable bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditors' rights and general principles of equity.\n\n     (d) Non-Contravention.  Neither the execution and delivery by Purchaser of\nthis Agreement nor the consummation by Purchaser of the transactions\ncontemplated hereby conflict with, or result in any breach of, constitute a\ndefault under, permit the termination of, or result in the acceleration of any\nindebtedness under, any agreement, contract, lease, promissory note, indenture,\ncovenant or other arrangement to which Purchaser is a party or by which it is,\nor its assets are, bound.\n\n     (e) Purchase of Voting Shares.  Purchaser is purchasing the Voting Shares\nfor its own account and not with a view toward, or for resale in connection\nwith, any distribution thereof.\n\n                                    - 3 -\n\n\n\n\n\n\n\n                                  ARTICLE 4\n\n                                  COVENANTS\n\n     4.1 Filings under HSR Act.  Purchaser and each Stockholder shall use all\nreasonable best efforts to cooperate with one another in determining, no later\nthan ten (10) days from the date hereof whether any filings are required under\nthe HSR Act in connection with this Agreement, and as soon as practicable upon\nmaking any determination that such filings are required, and in any event\nwithin fifteen (15) days after making such determination, shall make all\nnecessary filings under the HSR Act and shall cooperate in attempts to secure\nearly termination of the applicable waiting period.\n\n     4.2 Conduct of Company Business.  From and after the date hereof, no\nStockholder shall take any action, the result of which would be to cause the\nCompany to conduct its business other than in the ordinary course consistent\nwith past practice (including, without limitation, the declaration, setting\naside or payment of any dividend or distribution with respect to the Company's\ncapital stock).  Without limiting the generality of the foregoing, no\nStockholder shall approve (i) the issuance by the Company of any capital stock\nor any options, warrants or other rights to subscribe for or purchase any of\nthe Company's capital stock or any securities convertible into or exchangeable\nfor the Company's capital stock, (ii) the direct or indirect redemption,\npurchase or other acquisition of any of the Company's capital stock, (iii) a\nsplit, reclassification or other change in or of any of the Company's capital\nstock, or (iv) any amendment of the Company's articles of incorporation or\nbylaws.\n\n     4.3 Additional Actions and Documents.  Each of the parties hereby agrees\nto take or cause to be taken such further actions and to execute, deliver and\nfile or cause to be executed, delivered and filed, such further documents as\nmay be necessary or as may be reasonably requested in order to fully effectuate\nthe purposes, terms and conditions of this Agreement.\n\n                                  ARTICLE 5\n\n                            CONDITIONS TO CLOSING\n\n     5.1 Conditions to the Obligations of Purchaser.  The obligations of\nPurchaser under this Agreement are subject to the fulfillment, at or prior to\nthe Closing, of each of the following conditions:\n\n     (a) The representations and warranties made by each of the Stockholders in\nthis Agreement shall be true and correct when made, and on and as of the\nClosing Date as though such representations and warranties were made on and as\nof the Closing Date.\n\n     (b) Each Stockholder shall have performed and complied with all covenants\nand conditions required by this Agreement to be performed or complied with by\nit or him or all one or more Stockholders collectively prior to the Closing\nDate.\n\n                                    - 4 -\n\n\n\n\n\n\n     (c) No action or proceeding by or before any governmental authority shall\nhave been instituted or threatened (and not subsequently settled, dismissed or\notherwise terminated) which is reasonably expected to restrain, prohibit or\ninvalidate the transactions contemplated by this Agreement other than an action\nor proceeding instituted or threatened by Purchaser.\n\n     (d) Each Stockholder shall have delivered to Purchaser a certificate,\ndated as of the Closing Date and executed by such Stockholder, certifying, as\nto such Stockholder, the fulfillment of the conditions specified in Sections\n5.1(a) and (b).\n\n     (e) Any and all applicable waiting periods under the HSR Act shall have\nexpired.\n\n     (f) Each of the parties to the Merger Agreement shall have certified to\nPurchaser that all conditions to the closing of the transactions thereunder\nhave been waived or satisfied.\n\n     5.2 Conditions to the Obligations of each Stockholder.  The obligations of\neach Stockholder under this Agreement are subject to the fulfillment, at or\nprior to the Closing, of each of the following conditions:\n\n     (a) The representations and warranties made by Purchaser in this Agreement\nshall be true and correct when made, and on and as of the Closing Date as\nthough such representations and warranties were made on and as of the Closing\nDate.\n\n     (b) Purchaser shall have performed and complied with all covenants and\nconditions required by this Agreement to be performed or complied with by it\nprior to the Closing Date.\n\n     (c) No action or proceeding by or before any governmental authority shall\nhave been instituted or threatened (and not subsequently settled, dismissed or\notherwise terminated) which is reasonably expected to restrain, prohibit or\ninvalidate the transactions contemplated by this Agreement other than an action\nor proceeding instituted or threatened by one or more of the Company or one or \nmore Stockholders.\n\n     (d) Purchaser shall have delivered to the Stockholders a certificate,\ndated as of the Closing Date and executed by Purchaser, certifying, as to such\nStockholder, the fulfillment of the conditions specified in Sections 5.2 (a)\nand (b).\n\n     (e) Any and all applicable waiting periods under the HSR Act shall have\nexpired.\n\n     (f) Each of the parties to the Merger Agreement shall have certified to\nthe Stockholders that all conditions to the closing of the transactions\nthereunder have been waived or satisfied.\n\n                                    - 5 -\n\n\n\n\n\n\n                                  ARTICLE 6\n\n                                 TERMINATION\n\n     6.1   Events of Termination.  (a) This Agreement may be terminated at any\ntime before the Closing Date under any one or more of the following\ncircumstances:\n\n     (i)   by the mutual written consent of all of the parties hereto;\n\n     (ii)  by Purchaser, if any Stockholder shall have breached, or failed to\ncomply with, in any material respect any of its or his respective obligations\nunder this Agreement or any representation or warranty made by it or him shall\nhave been incorrect when made or shall have since ceased to be true and\ncorrect;\n\n     (iii) by the Stockholders, if Purchaser shall have breached, or failed to\ncomply with, in any material respect any of its obligations under this\nAgreement or any representation or warranty made by Purchaser shall have been\nincorrect when made or shall have since ceased to be true and correct; or\n\n     (iv)  by Purchaser or the Stockholders, if any decree, permanent\ninjunction, judgment, order or other action by any court of competent\njurisdiction or any governmental or regulatory authority preventing or\nprohibiting consummation of the transactions contemplated hereby shall have\nbecome final and non-appealable.\n\n     (b)   This Agreement shall terminate immediately upon the termination of \nthe Merger Agreement.\n\n     6.2   Effect of Termination.  In the event this Agreement is terminated as\nprovided in this Article 6, this Agreement shall forthwith become wholly\nvoid and of no effect, and the parties shall be released from all future\nobligations hereunder, except that the provisions of Section 7.4 (Governing\nLaw) shall survive the termination of this Agreement; provided, however, that\nnothing herein shall relieve any party for any material breach of any of its or\nhis representations, warranties, covenants or agreements under this Agreement.\n\n                                  ARTICLE 7\n\n                                MISCELLANEOUS\n\n     7.1   Descriptive Headings.  The descriptive headings herein are inserted\nfor convenience only and are not intended to be part of or to affect the\nmeaning or interpretation of this Agreement.\n\n     7.2   Counterparts.  This Agreement may be executed in counterparts, each \nof which when so executed and delivered shall be an original, but all of such\ncounterparts shall together constitute one and the same instrument.\n\n\n                                    - 6 -\n\n\n\n\n\n\n\n     7.3 Entire Agreement; Assignment.  This Agreement (i) constitutes the\nentire agreement and supersedes all prior agreements and understandings, both\nwritten and oral, among the parties hereto with respect to the subject matter\nhereof and (ii) shall not be assigned by any party hereto by operation of law\nor otherwise, without the prior written consent of each other party hereto;\nprovided, however, that Purchaser may assign this Agreement without consent of\nthe Stockholders to any affiliate of Purchaser.\n\n     7.4 Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN\nACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO THE\nPRINCIPLES OF CONFLICTS OF LAWS THEREOF.\n\n     7.5 Specific Performance.  The parties hereto agree that if any of the\nprovisions of this Agreement were not performed in accordance with their\nspecific terms or were otherwise breached, irreparable damage would occur, no\nadequate remedy at law would exist and damages would be difficult to determine,\nand that the parties shall be entitled to specific performance of the terms\nhereof, in addition to any other remedy at law or equity.\n\n     7.6 Parties in Interest.  This Agreement shall be binding upon and inure\nsolely to the benefit of each party hereto, and nothing in this Agreement,\nexpress or implied, is intended to or shall confer upon any other person or\npersons any rights, benefits or remedies of any nature whatsoever under or by\nreason of this Agreement.\n\n     7.7 Amendment; Waivers.  This Agreement shall not be amended, altered or\nmodified except by an instrument in writing duly executed by each of the\nparties hereto.  No delay or failure on the part of any party hereto in\nexercising any right, power or privilege under this Agreement shall impair any\nsuch right, power or privilege or be construed as a waiver of any default or\nany acquiescence thereto.  No single or partial exercise of any such right,\npower or privilege shall preclude the further exercise of such right, power or\nprivilege, or the exercise of any other right, power or privilege.  No waiver\nshall be valid against any party hereto, unless made in writing and signed by\nthe party against whom enforcement of such waiver is sought, and then only to\nthe extent expressly specified therein.\n\n\n                                    - 7 -\n\n\n\n\n\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement on the date\nfirst above written.\n\n                                           EQUITY OFFICE PROPERTIES MANAGEMENT\n                                           CORP.\n\n\n                                           By: \/s\/ Stanley M. Stevens\n                                              --------------------------------\n                                           Name: Stanley M. Stevens\n                                           Title: V.P.\n\nStockholders:\n\n\n\/s\/ Norman B. Leventhal, Trustee\n--------------------------------\nName: Norman B. Leventhal, as\n      Voting Trustee u\/t\/a dated\n      March 6, 1989\n\n\n\n\n                                    - 8 -\n\n\n\n\n\n\n\n\n\n                                                                      Exhibit A\n\n\n\n\n\n\nName of Stockholder      Number of Voting Shares\n--------------------     -----------------------\n                      \nNorman B. Leventhal,                    990\nas Voting Trustee u\/t\/a\ndated March 6, 1989\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9622,9627],"class_list":["post-43673","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","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\/43673","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=43673"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43673"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43673"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43673"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}