EXHIBIT 2.4
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is made and
entered into this 17th day of July, 1998, by and between INTEGRATED
ORTHOPAEDICS, INC., a Texas corporation ("IOI"), and XXXXXXX ORTHOPAEDIC
ASSOCIATES, P.C., a Connecticut professional corporation ("Xxxxxxx").
WHEREAS, Xxxxxxx currently holds shares of IOI common stock, par value
$.001 per share ("Common Stock"), which shares are subject to certain resale
restrictions under the securities laws with respect to sales to third parties;
and
WHEREAS, Xxxxxxx has an opportunity to modify its relationship with
Xx. Xxxxxx X. Xxxxxxxx, M.D. ("Girasole") whereby Girasole would become a
shareholder of Xxxxxxx; and
WHEREAS, by becoming a shareholder in Xxxxxxx, Girasole would appear
to be manifesting an intent to practice with Xxxxxxx for an extended period
which would likely exceed the term of his current employment contract with
Xxxxxxx; and
WHEREAS, a long-term relationship between Girasole and Xxxxxxx would
likely benefit directly or indirectly, Xxxxxxx and IOI, as Xxxxxxx'x manager;
and
WHEREAS, in order to modify its relationship on terms acceptable to
Girasole, Merritt requires certain amounts of cash beyond its current liquidity
levels; and
WHEREAS, in order to provide liquidity for its transaction with
Girasole, Merritt has requested that IOI acquire from Xxxxxxx certain shares of
Common Stock;
NOW, THEREFORE, in consideration of the mutual conditions, agreements,
covenants and premises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
accepted, the parties hereto hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK
1.01 SALE AND PURCHASE OF COMMON STOCK. Subject to the terms and
conditions of this Agreement, at the Closing, Xxxxxxx will sell, transfer and
assign to IOI, and IOI will purchase from Xxxxxxx the number of whole shares
(rounded to the nearest whole number, the "Shares") of Common Stock equal to Two
Hundred Fifty Thousand and No/100 Dollars ($250,000.00) divided by the Share
Price (as defined below).
1.02 PURCHASE PRICE. The total purchase price to be paid by IOI to
Xxxxxxx for the Shares sold hereunder shall be Two Hundred Fifty Thousand and
No/100 Dollars ($250,000.00) (the "Purchase Price"). The Purchase Price shall be
paid by IOI to Xxxxxxx by wire transfer of immediately available funds.
1.03 SHARE PRICE. As used in this Agreement, the term "Share Price"
shall mean Five and 31/100 Dollars ($5.31).
1.04 CLOSING. The transfer of the Shares by Xxxxxxx to IOI and the
consummation of the other transactions contemplated hereby and the execution and
delivery of documents required hereby (the "Closing") shall take place at the
offices of IOI, 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, at or about
10:00 a.m., July 17, 1998, or at such other time and place as the parties hereto
may otherwise agree to in writing, but in any event on or before July 31, 1998.
The date of the Closing shall be referred to herein as the "Closing Date."
ARTICLE II
COVENANTS, REPRESENTATIONS AND WARRANTIES OF XXXXXXX
Xxxxxxx covenants, represents and warrants to IOI as follows:
2.01 ORGANIZATION. Xxxxxxx is a professional corporation duly
organized, validly existing and in good standing under the laws of the State of
Connecticut, has all necessary corporate power to own its properties and to
carry on its business as now owned and operated by it.
2.02 AUTHORITY AND CONSENT. Xxxxxxx has all requisite right, power and
authority to enter into, and perform its obligations under this Agreement. The
execution and delivery of this Agreement by Xxxxxxx has been duly authorized by
its board of directors in accordance with all applicable laws to which Xxxxxxx
is subject. All consents and approvals required for Xxxxxxx to consummate the
transactions contemplated by this Agreement have been obtained. Xxxxxxx has the
full power and legal authority to execute and perform its obligations under this
Agreement. The execution and delivery of this Agreement, consummation by Xxxxxxx
of the transactions contemplated hereby and compliance by Xxxxxxx with any of
the provisions hereof will not (i) conflict with or result in a breach or
default under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, agreement or other instrument or obligation to
which Xxxxxxx is a party or by which its properties or assets are bound, or any
provision of its certificate of incorporation or by-laws, or (ii) violate any
order writ, injunction, decree or statute or any rule or regulation applicable
to Xxxxxxx or any properties or assets of Xxxxxxx.
2.03 VALID AND BINDING OBLIGATION. This Agreement is a legal, valid
and binding obligation of Xxxxxxx, enforceable in accordance with its terms
(except that enforcement may be subject to any applicable bankruptcy, insolvency
or similar laws generally affecting the enforcement of creditors' rights).
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2.04 OWNERSHIP OF THE SHARES. Xxxxxxx is, and shall be, as of the
Closing Date, the owner, beneficially and of record, of the Shares. Xxxxxxx has
good and marketable title to the Shares and has full power and authority to
sell, assign and transfer, and at the Closing will sell, assign and transfer,
the Shares to IOI, free and clear of all liens, encumbrances, security
agreements, equities, options, calls, pledges, trusts, voting trusts and other
shareholder agreements, assessments, covenants, reservations, commitments,
claims, charges and restrictions or other liabilities or obligations of any kind
or character.
2.05 NO BROKER'S OR FINDER'S FEES. There is no agent's, broker's,
finder's fee or commission payable in connection with the transaction
contemplated hereby by virtue of or resulting from any action or agreement by
Xxxxxxx. Xxxxxxx hereby agrees to indemnify IOI against any claim, demand,
liability, loss, cost or expense (including court costs and attorneys' fees) on
account of or in connection with any breach of the foregoing warranty.
ARTICLE III
COVENANTS, REPRESENTATIONS AND WARRANTIES OF IOI
IOI covenants, represents and warrants to Xxxxxxx as follows:
3.01 ORGANIZATION. IOI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas, has all
necessary corporate power to own its properties and to carry on its business as
now owned and operated by it.
3.02 AUTHORITY AND CONSENT. IOI has all requisite right, power and
authority to enter into, and perform its obligations under this Agreement. The
execution and delivery of this Agreement by IOI has been duly authorized by its
board of directors in accordance with all applicable laws to which IOI is
subject. All consents and approvals required for IOI to consummate the
transactions contemplated by this Agreement have been obtained. IOI has the full
power and legal authority to execute and perform its obligations under this
Agreement.
3.03 VALID AND BINDING OBLIGATION. This Agreement is a legal, valid
and binding obligation of IOI, enforceable in accordance with its terms (except
that enforcement may be subject to any applicable bankruptcy, insolvency or
similar laws generally affecting the enforcement of creditors' rights).
3.04 NO BROKER'S OR FINDER'S FEES. There is no agent's, broker's,
finder's fee or commission payable in connection with the transaction
contemplated hereby by virtue of or resulting from any action or agreement by
IOI. IOI hereby agrees to indemnify Xxxxxxx against any claim, demand,
liability, loss, cost or expense (including court costs and attorneys' fees) on
account of or in connection with any breach of the foregoing warranty.
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ARTICLE IV
CONDITIONS PRECEDENT TO IOI'S PERFORMANCE
All obligations of IOI hereunder are subject, at the option of IOI, to
the fulfillment of each of the following conditions at or prior to the Closing,
and Xxxxxxx shall use its best efforts to cause each such condition to be so
fulfilled:
4.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Xxxxxxx contained herein or in any certificate, schedule or
other document delivered pursuant to the provisions hereof or in connection
herewith shall be true and correct in all material respects as of the Closing
Date with the same effect as though such representations and warranties had been
made at the Closing Date.
4.02 PERFORMANCE BY XXXXXXX. Xxxxxxx shall have executed and delivered
all documents and performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or complied
with by it prior to or on the Closing Date.
ARTICLE V
CONDITIONS PRECEDENT TO XXXXXXX'X PERFORMANCE
All obligations of Xxxxxxx hereunder are subject, at the option of
Xxxxxxx, to the fulfillment of each of the following conditions at or prior to
the Closing, and IOI shall use its best efforts to cause each such condition to
be so fulfilled:
5.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of IOI contained herein or in any certificate, schedule or other
document delivered pursuant to the provisions hereof or in connection herewith
shall be true and correct in all material respects as of the Closing Date with
the same effect as though such representations and warranties had been made at
the Closing Date.
5.02 PERFORMANCE BY IOI. IOI shall have executed and delivered all
documents and performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or complied
with by it prior to or on the Closing Date.
ARTICLE VI
CLOSING OBLIGATIONS
6.01 CONTINGENT UPON SATISFACTION OF CONDITIONS PRECEDENT. The Closing
is contingent upon the prior satisfaction by IOI and Xxxxxxx of the conditions
recited in Articles IV and V hereof and the other conditions set forth herein.
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6.02 XXXXXXX'X OBLIGATIONS. At the Closing, Xxxxxxx shall deliver to
IOI, the following:
(a) certificates representing the Shares registered in the name of Xxxxxxx,
duly endorsed by Xxxxxxx for transfer or accompanied by a stock power duly
executed by Xxxxxxx; and
(b) all other items required to be delivered hereunder or as may be
requested by IOI which are necessary or would reasonably facilitate consummation
of the transactions contemplated hereby.
6.03 IOI'S OBLIGATIONS. At the Closing, IOI shall deliver to Xxxxxxx,
the following:
(a) the Purchase Price, by wire transfer of immediately available funds to
an account designated by Xxxxxxx; and
(b) all other items required to be delivered hereunder or as may be
requested by Xxxxxxx which are necessary or would reasonably facilitate
consummation of the transactions contemplated hereby.
ARTICLE VII
XXXXXXX'X OBLIGATIONS AFTER CLOSING
7.01 XXXXXXX'X INDEMNITY. Xxxxxxx shall indemnify and hold harmless
IOI, its officers, directors, employees, agents and representatives, against and
in respect of any and all claims, demands, losses, expenses (including
reasonable attorneys' fees), obligations, amounts liabilities, damages,
recoveries and deficiencies, including interest and penalties, that result or
arise from any misrepresentation, breach of warranty or breach or nonfulfillment
of any agreement or covenant on the part of Xxxxxxx contained in this Agreement
or in any schedule, certificate, or other instrument delivered pursuant hereto
or in connection herewith.
ARTICLE VIII
IOI'S OBLIGATIONS AFTER CLOSING
8.01 STOCK CERTIFICATES. IOI acknowledges that the number of shares of
Common Stock represented by the IOI stock certificate to be delivered by Xxxxxxx
at the Closing will likely exceed the number of the Shares. As such IOI agrees
to use its reasonable efforts to have its transfer agent deliver to Xxxxxxx a
certificate representing the balance of the shares of Common Stock owned by
Xxxxxxx (the number of shares represented by the certificate delivered by
Xxxxxxx at the Closing less the Shares) within fifteen (15) business days after
the Closing.
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ARTICLE IX
TERMINATION
9.01 MUTUAL CONSENT. This Agreement may be terminated at any time by
the mutual consent of IOI and Xxxxxxx.
9.02 FAILURE TO CLOSE. If Closing has not occurred on or before
July 31, 1998, this Agreement may be terminated by either party hereto by
written notice to the other party.
ARTICLE X
MISCELLANEOUS
10.01 EXPENSES. Each of the parties hereto shall bear all expenses
incurred by them in connection with this Agreement and in the consummation of
the transactions provided for herein.
10.02 SURVIVAL. All representations, warranties, covenants and
agreements of the parties contained in this Agreement shall survive the Closing
and remain effective.
10.03 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
assigns.
10.04 TEXAS LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS. THE PARTIES AGREE THAT
JURISDICTION AND VENUE IN ANY ACTION ARISING HEREUNDER SHALL BE IN A COURT OF
COMPETENT JURISDICTION IN XXXXXX COUNTY, TEXAS.
10.05 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto, and there are no agreements,
understandings, restrictions, warranties or representations between the parties
other than those set forth herein.
10.06 COUNTERPARTS. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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EXECUTED as of the date first written above.
"IOI" "XXXXXXX"
INTEGRATED ORTHOPAEDICS, INC. XXXXXXX ORTHOPAEDIC ASSOCIATES, P.C.
By: /S/ XXXXXX X. XXXXXX By: /S/ XXXXXXX X. XXXXXXX, M.D.
_____________________________ _________________________________
Xxxxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxxx, M.D.,
President
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