Metro, P. A.'s articles of incorporation and bylaws 2.1(i) Articles of incorporation and bylaws of each MDPA 2.7 Financial Statements 3.6 Information Statement 6.6 Form of Employment Agreement 7.6 Opinion of Sellers' Counsel 7.9 Shareholders' Agreement 7.11 Subordination Agreement 8.8 Purchaser's Opinion of Counsel STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August __, 1997, by and among AMERIPATH, INC., a Delaware corporation, or its permitted assigns ("AmeriPath" or the "Purchaser"), J. SLOAX XXXXXXX, X.D., JOSEXX X. XXXXXXX, X.D., VAN Q. TXXXXXX, X.D., WILLXXX X. XXXXXX, X.D., JAMEX XXXX XXXXXXXX, X.D., LESLXX X. XXXXXXX, X.D., THOMXX X. XXXXX, X.D., STEPXXX X. XXXXXX, X.D., JOHN X. XXXXXXXX, X.D. and BARBXXX X. XXXXX, X.D., collectively referred to herein as the "Sellers" and individually as a "Seller").
Metro, P. A. is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas with full corporate power and authority to carry on its business as it is now being conducted and proposed to be conducted, and to own, operate and lease its properties and assets. Metro, P.A. is duly qualified or licensed to do business in good standing in Texas, that being the only jurisdiction in which the conduct of Metro, P.A.'s business, the ownership or lease of its properties, the proposed conduct of its business or ownership or lease of its properties, or the transactions contemplated by this Agreement, require it to be so qualified or licensed. Metro, P.A.'s articles of incorporation have not been amended or supplemented since November 9, 1994, and are in full force and effect as of the date hereof. True, complete and correct copies of Metro, P.A.'s articles of incorporation and by-laws, as presently in effect, are attached hereto as Exhibit 2.1(h).
