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EXHIBIT 2.4
TERMINATION OF INCORPORATION AGREEMENT
This TERMINATION OF INCORPORATION AGREEMENT (the "Agreement") dated as
of December 31, 1997 (the "Agreement"), by and between Criterion Health
Strategies, Inc. (f/k/a Alpha Development Corp.), a Tennessee corporation
("CHS"), Healthdyne Information Enterprises, Inc., a Georgia corporation
("HIE"), The Southern Venture Fund II, L.P., a Delaware limited partnership
("SVFII"), Xxxxxxx X. Xxxxxx ("Teveit") and J. Xxxxxx Xxxxxxx, Xx. ("Pearson")
(Teveit and Pearson, collectively, the "Former Investors" and, individually, a
"Former Investor").
WITNESSETH:
WHEREAS, HIE has an option (the "Option") to acquire the entire
interest of SVFII in CHS pursuant to the terms of an Option Agreement dated
December 18, 1996, as last amended as of the date hereof (the "Option
Agreement"); and
WHEREAS, pursuant to that certain Consent dated December 18, 1996, each
of CHS, HIE, SVFII and the Former Investors have previously agreed to approve
the consummation of the transactions contemplated by the SVFII Agreements (as
defined therein) and
WHEREAS, in connection with HIE's exercise of its option, certain
agreements among the parties relative to their previous interests in CHS will no
longer be operative or necessary;
NOW, THEREFORE, the parties hereto agree as follows:
Subject to the exercise by HIE of the Option pursuant to the Option
Agreement, the Incorporation Agreement dated October 21, 1994, as amended by the
Investment Agreement and First Amendment to Incorporation Agreement dated
December 4, 1995, as further amended by the Second Amendment to Incorporation
Agreement and Termination of Pledge Agreement dated as of June 13, 1997, be and
hereby is terminated in its entirety, such termination to be effective
simultaneously with the Option closing.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 31st day of December, 1997.
CRITERION HEALTH STRATEGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
THE SOUTHERN VENTURE FUND II, L.P.
By: Its General Partner
SV Partners II, L.P.
By: /s/ J. Xxxxxx XxXxxxxx, Xx.
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Name: J. Xxxxxx XxXxxxxx, Xx.
Title: Partner
"TEVEIT"
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
"PEARSON"
/s/ J. Xxxxxx Xxxxxxx, Xx.
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J. Xxxxxx Xxxxxxx, Xx.
