Purchase Agreement (2008)Full Document 

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PURCHASE AGREEMENT
     THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of September, 2008, by and between Telvent GIT, S.A. (the “Company”), a sociedad anonima organized under the laws of the Kingdom of Spain, with its principal offices at Valgrande, 6, 28108 Alcobendas, Madrid, Spain, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
     WHEREAS, the Company desires to finance a portion of its proposed acquisition of DTN Holding Company, Inc. (the “Acquisition”) through the issuance and sale of up to 4,847,059 ordinary shares (the “Shares”), nominal value 3.00505 per share (the “Ordinary Shares”), of the Company;
     WHEREAS, it is a condition to the obligations of the Purchaser and the Company under this Agreement that the Acquisition be consummated; and
     WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws.
     IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:
     SECTION 1. Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized, subject to the Company’s obtaining Shareholder Approval (as defined herein), the issuance and sale of the Shares.
     SECTION 2. Agreement to Sell and Purchase the Shares. Contemporaneously with the consummation of the Acquisition and subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3), the Company shall issue and sell to the Purchaser and the Purchaser shall buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) set forth on the signature page hereto.
     The Company proposes to enter into this same form of purchase agreement with certain other investors (the “Other Purchasers”) and expects to complete sales of the Shares to the Other Purchasers concurrently with the sale thereof to the Purchaser. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the “Purchasers,” and this Agreement and the purchase agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the “Agreements.” The term “Placement Agent” shall mean Banc of America Securities LLC. Canaccord Adams Inc. is acting as the co-agent and it and the Placement Agent are referred to herein together as the “Agents.”
     Concurrently with the execution and delivery of this Agreement, the Company, UMB Bank, N.A. (the “Escrow Agent”) and the Purchaser shall enter into an

 


 

escrow agreement, dated as of the date hereof (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Purchasers (the “Escrow Account”). Not fewer than two business days following the date hereof, (i) the Purchaser will deposit an amount equal to the aggregate purchase price set forth opposite such Purchaser’s name in Section 2 hereof in the Escrow Account and (ii) pursuant to the Escrow Agreement, the Escrow Agent will notify the Company and the Placement Agent in writing as to the deposit in the Escrow Account by the Purchaser of funds equal to the proceeds from the sale of Shares to be sold at such Closing to such Purchaser (the “Requisite Funds”). On the Closing Date, provided that the Company previously provides to the Escrow Agent a certificate of the Company’s Chief Executive Officer and Chief Financial Officer that the conditions to closing set forth in this Agreement have been satisfied or waived, the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement, shall release the Requisite Funds from the Escrow Account for collection by the Company as provided in the Escrow Agreement.
     SECTION 3. Delivery of the Shares at the Closing.
          3.1 The Closing. The completion of the purchase and sale of the Shares (the “Closing”), shall occur at the offices of Morrison & Foerster LLP, 1290 Avenue of the

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