Stock Purchase Agreement
Category: 270 Legal Recent Posts, Purchase Agreement, Stock
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made and entered into this 30th day of November, 2007, by and among Miami Gardens Square One, Inc., a Florida corporation (the “Company”), Stellar Management Corporation, a Florida corporation (“Stellar”), Richard Stanton (“Stanton”) and Norman Hickmore (“Hickmore”) (Stanton and Hickmore are referred to collectively herein as the “Sellers”), and Rick’s Cabaret International, Inc., a Texas corporation (the “Purchaser” or “Rick’s”).
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Section 2.3 Related Transactions. In addition to the purchase and sale of the Shares and the Stellar Shares, the following actions shall take place contemporaneously at the Closing (collectively, the “Related Transactions”):
(a) Each of the Sellers will enter into a five (5) year covenant not to compete pursuant to the terms of which each of the Sellers will agree not to compete, either directly of indirectly, with Purchaser or Rick’s by operating an establishment featuring live adult entertainment featuring live female nude or semi-nude entertainment within a twenty (20) mile radius of the Premises, with the exception of the existing business known as “Alley Cat” which is operated at 2875 Shipping Avenue, Miami, Florida. The form of Non-Competition Agreement is attached hereto as Exhibit 2.3(a).
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Section 6.6 Consents; Transfer of Licenses. Purchaser shall possess all necessary permits and other authorizations, whether city, county, state or federal, which may be needed to conduct nude adult entertainment with the sale of alcoholic beverages on the Premises and all such permits and authorizations shall be in good order, without any administrative actions pending or concluded that may challenge or present an obstacle to the continued performance of nude adult entertainment or sale of alcoholic beverages at Tootsie’s. All necessary transfers of licenses and leases required for the continued operation of the business of the Company or Stellar shall have been obtained. The sexually oriented business license of Tootsie’s shall be in full force and effect. Sellers shall have the ability and authority to transfer any permits, zoning classifications or authorizations necessary to sell alcoholic beverages and conduct nude entertainment at Tootsie’s and these permits, zoning classifications or authorizations shall be transferred, conveyed and sold to Purchaser at the Closing.
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