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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 52KB total |
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Price: |
$37 |
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ID: |
#1388384 |
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<SEQUENCE>3
<FILENAME>stockpurcagmt.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of
June 30, 2003, by and among PrimeSource Surgical, Inc., a Delaware corporation
(the "SELLER"), Peter Miller ("MR. MILLER"), Peter Eule ("MR. EULE") and New
England Medical Specialties, Inc., a Connecticut corporation (the "PURCHASER"
and, together with Mr. Miller and Mr. Eule, the "MILLER GROUP").
R E C I T A L S
---------------
WHEREAS, Seller owns all of the issued and outstanding capital stock
(the "Shares") of Ruby Merger Sub, Inc., a Delaware corporation (the "Company")
and a wholly owned subsidiary of the Seller.
WHEREAS, Seller desires to sell, and the Purchaser desires to
purchase, the Shares for the consideration and on the terms set forth in this
Agreement.
WHEREAS, the Board of Directors of each of the Seller and the
Purchaser has approved, and deems it advisable and in the best interests of its
stockholders to consummate the purchase of the Shares.
In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements set forth herein, intending to be legally
bound hereby, the parties hereto agree as follows:
1. PURCHASE; CLOSING
-----------------
(a) PURCHASE PRICE. The Seller hereby agrees to sell to the Purchaser and
the Purchaser hereby agrees to purchase from the Seller on the Closing
Date, the Shares for an aggregate purchase price of $1,000,000 (the
"PURCHASE PRICE").
(b) CLOSING. The consummation of the purchase and sale of the Shares to be
purchased hereunder (the "CLOSING") shall occur on the date of this
Agreement (the "CLOSING DATE").
(c) CLOSING OBLIGATIONS OF THE SELLER.
(i) At the Closing, the Seller must deliver:
(1) a certificate of the secretary of the Seller
certifying, among other things, the resolutions
adopted by its board of directors, authorizing the
sale of the Shares;
(2) the Resignation in the form attached hereto as
EXHIBIT A, executed by Shaun McMeans;
(3) the Resignation in the form attached hereto as
EXHIBIT B, executed by Brad Walker; and
(4) the Termination Agreement in the form attached
hereto as EXHIBIT C (the "TERMINATION AGREEMENT"),
executed by the Seller; and
(5) the unaudited balance sheet of the Company as of
May 31, 2003 (the "BALANCE SHEET") as well as
subsidiary ledgers for accounts receivable,
inventory, and accounts payable as of June 29,
2003.
<PAGE>
(ii) No later than five (5) days after the Closing Date, the
Seller must deliver:
(1) the certificates representing the Shares, duly
endorsed in blank (or accompanied by duly executed
stock powers), for transfer to the Purchaser; and
(2) the minute books, stock books, records and
organizational documents of the Company.
(d) CLOSING OBLIGATIONS OF THE MILLER GROUP.
(i) At the Closing, the Miller Group must deliver:
(1) a sum equal to the Purchase Price, payable by wire
transfer of immediately available funds to the
Seller;
(2) the Release in the form attached hereto as EXHIBIT
D, executed by the Purchaser, Mr. Miller and Mr.
Eule; and
(3) the Termination Agreement, executed by Mr. Miller.
(ii) No later than ninety (90) days after the Closing Date, the
Miller Group must deliver:
(1) the Seller's telecom equipment on the premises,
including the items listed on SCHEDULE I attached
hereto; and
(2) the Seller's software installed on the Company's
computers, including the items listed on SCHEDULE
II attached hereto.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
--------------------------------------------
The Seller hereby represents and warrants to the Purchaser as set
forth below:
(a) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Massachusetts and has all
requisite corporate power and authority to enter into this Agreement,
to sell the Shares and to perform its obligations hereunder.
(b) The execution and delivery of this Agreement by the Seller have been
duly and validly authorized, and all necessary corporate action has
been taken to make this Agreement a valid and binding obligation of
the Seller, enforceable in accordance with its terms, except that the
enforcement thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
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