Exhibit 10.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into
as of October 10, 1997, by and among The GSI Group, Inc., a Delaware corporation
("GSI"), Xxxxx Manufacturing Co., an Iowa corporation ("DMC"), Xxxxx Service
Company, a ____________ corporation ("DSC") (DMC and DSC are individually
referred to as the "Company" and collectively on a joint and several basis as
the "Companies"), and the shareholders of DMC and DSC (the "Shareholders").
GSI, DMC, DSC and the Shareholders are sometimes referred to herein individually
as a "Party" and collectively as the "Parties."
RECITALS
A. The Shareholders own all of the issued and outstanding capital stock
of the Companies (the "Shares") and desire to sell, and GSI desires to acquire,
all of such Shares upon the terms and subject to the conditions set forth in
this Agreement.
1. AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual
promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the Parties hereby agree as follows:
2. PURCHASE AND SALE
2.1 Purchase and Sale. Subject to the provisions of this Agreement, GSI
will purchase, and the Shareholders will sell, transfer and assign to GSI, the
number of Shares set forth opposite such Shareholders' names on the signature
page, which Shares constitute 100% of the issued and outstanding shares of
capital stock of the Companies as of the Closing Date, for $7,806.29 per share
(the "Purchase Price").
2.2 Payment. The Purchase Price shall be payable to the Shareholders in
accordance with their share ownership at Closing by certified or bank cashier's
check.
2.4 Closing.
(a) Closing Date. The Closing of the purchase and sale of the Shares
and the other transactions contemplated
hereby (the "Closing") will take place commencing at 10:00 a.m.
on November 7, 1997, or as soon as practicable thereafter, at the
offices of the Company, unless another time, date or place is
agreed to by the Parties. The date on which the Closing actually
occurs is referred to herein as the "Closing Date".
(b) Closing Deliveries.
(i) At the Closing, the Shareholders and the Companies, as
applicable, will deliver or cause to be delivered to GSI the
following items:
(A) certificates evidencing the Shares, together with an
assignment separate from certificate or duly endorsed
in a form sufficient to effect the transfer thereof to
GSI;
(B) all of the third-party consents and approvals set forth
on Exhibit A hereto, in form and substance satisfactory
to GSI, without payment by or liability to any Company;
(C) for each Company (i) a copy of the director and
shareholder resolutions by which all corporate actions
on the part of such Company necessary to approve this
Agreement were taken, certified by the Secretary of
such Company; (ii) an incumbency certificate signed by
an officer or officers of such Company certifying the
signature and office of each officer executing this
Agreement or any other agreement, certificate or other
instrument executed pursuant hereto; (iii) a copy of
such Company's Certificate or Articles of
Incorporation, as amended to date, certified by the
Secretary of State of Iowa or other appropriate
governmental agency; and (iv) good standing
certificates for such Company, issued as of a recent
date, by the appropriate governmental agency for such
Company's state of incorporation and for each other
jurisdiction, if any, in which such Company is required
to be
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qualified to do business as a foreign corporation;
(D) such other certificates, documents and/or instruments
as GSI may reasonably request.
(ii) At the Closing, GSI will deliver or cause to be delivered to
the Shareholders or other appropriate person the following
items:
(A) the Purchase Price
(B) such other certificates, documents and/or instruments
as the Shareholders may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Shareholders. Each Shareholder
hereby severally represents and warrants to GSI that all of the statements
contained in this Section 3.1 are correct and complete with respect to such
Shareholder as of the date of this Agreement, and hereby covenants that all
such statements will be correct and complete with respect to such Shareholder as
of the Closing Date.
(a) Such Shareholder has good and marketable title to the Shares set
forth opposite his name on the signature page hereto, free and clear
of any and all interests, option or rights of any nature.
(b) Such Shareholder has the full right, power and authority to execute
and deliver this Agreement and all other agreements entered into in
connection herewith (the "Related Agreements") by such Shareholder, if
any, and to perform such Shareholder's obligations hereunder and
thereunder. This Agreement and the Related Agreements to which each
Shareholder is a party constitute the valid and legally binding
obligations of such Shareholder enforceable against such Shareholder
in accordance with their respective terms.
(c) Such Shareholder is not a party to, subject to or bound by any
agreement or any judgment, order, writ, prohibition, injunction or
decree of any court or other governmental body which would prevent the
execution or delivery of this Agreement by such Shareholder, or the
sale of the
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Shareholder's Shares pursuant hereto.
3.2 Representations and Warranties Concerning the Companies. The
Companies and the Shareholders hereby jointly and severally represent and
warrant to GSI that all of the statements contained in this Section 3.2 are
correct and complete as of the date of this Agreement, and hereby covenant that
said statements will be correct and complete as of the Closing Date.
(a) Organization, Qualification and Corporate Power. Each Company is
a corporation duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of organization. Each
Company has all requisite corporate power and authority to carry on
the respective businesses in which they are engaged and to own and use
the respective properties owned and used by each of them. True and
correct copies of each Company's Certificate of Incorporation and By-
laws, in each case as amended to date, have been delivered to GSI.
Each Company is qualified to conduct business and is in good standing
under the laws of each jurisdiction wherein the nature of its business
or its ownership of property requires it to be so qualified, except
where the failure to be so qualified, would not individually or in the
aggregate, have a material adverse effect.
(b) Authorization of Transaction. Each Company has all requisite
corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. Without limiting the
generality of the immediately preceding sentence, the Board of
Directors of each Company has duly authorized the execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated hereby by each Company. This Agreement
constitutes the valid and legally binding obligation of each Company
enforceable against it in accordance with its terms.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby will (i) violate or conflict in any way with any applicable
statute, regulation, law, rule, common law doctrine, judgment, order,
decree, stipulation, injunction, charge or other restriction of any
governmental body, governmental agency or court to which any Company
is subject or any provision of the Certificate of Incorporation or By-
laws of any Company or result in the creation of any Security Interest
upon any assets of any Company pursuant to the terms
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thereof, or (iii) conflict with, result in a breach of, constitute a
default under (with or without notice of lapse of time, or both),
result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, require any notice under, or
result in the creation of any security interest upon any asset of any
Company pursuant to the terms of, any contract, agreement, lease,
sublease, license, sublicense, franchise, permit, indenture agreement
for borrowed money, instrument of indebtedness, security interest or
other arrangement to which any Company is a party or by which any
Company is bound or to which any of its assets are subject. None of
the Companies are required to give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any
government, governmental agency or court, or any other Person in order
for the Parties to consummate and the transactions contemplated by
this Agreement and in order that such transactions not constitute a
breach or violation of, or result in a right of termination or
acceleration or any encumbrance on any Company's assets pursuant to
the provisions of, any agreement, arrangement or understanding or any
license, franchise or permit.
(d) Capitalization. Exhibit B sets forth (i) the number of authorized
shares of capital stock of each Company, (ii) the number of issued and
outstanding shares of capital stock of each Company, all of which are
owed by the Shareholders and the names, addresses and social security
numbers of and number of shares held by each Shareholder, and (iii)
all of the current directors and officers of each Company. No Company
has ever authorized, offered, sold or issued capital stock other than
Company Common.
(e) No Subsidiaries. None of the Companies owns or controls any
direct or indirect equity interest or participation in any
corporation, partnership, limited liability company, trust, or other
business association or Subsidiary.
3.3 Representations and Warranties of GSI. GSI hereby represents and
warrants to the Companies and the Shareholders that the statements contained in
this Section 3.3 are correct and complete as of the date of this Agreement and
GSI hereby covenants that said statements will be correct and complete as of the
Closing Date (as though then made and as though the Closing Date were substitute
for the date of this Agreement throughout this Section 3.3).
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(a) Organization. GSI is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware.
(b) Authorization of Transaction. GSI has all requisite corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. Without limiting the generality of the prior
sentence, the Board of Directors of GSI has duly authorized the
execution, delivery and performance of this Agreement by GSI and the
consummation of the transactions contemplated hereby. This Agreement
constitutes the valid and legally binding obligation of GSI,
enforceable it in accordance with its terms.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby will (i) violate or conflict in any way with any statute,
regulation, law, rule or common law doctrine, (ii) violate or conflict
in any way with any judgment, order, decree, stipulation, injunction,
charge or other restriction of any government, governmental agency or
court to which GSI is subject or any provision of its Certificate of
Incorporation or By-Laws, or (iii) conflict with, result in a breach
of, constitute a default under (with or without notice or lapse of
time, or both), result in the acceleration of, create in any party the
right to accelerate, terminate, modify or cancel, or require any
notice under, any contract, agreement, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement for borrowed
money, instrument of indebtedness, Security Interest or other
arrangement to which GSI is a party or by which either of them is
bound or to which any of their respective assets are subject, except
where such violations, conflicts, breaches, defaults or other events
materially delay the consummation of the transactions contemplated
hereby. GSI is not required to give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any
government, governmental agency or court, or any other Person in order
for the parties to consummate the transactions contemplated by this
Agreement and in order that such transactions shall not constitute a
breach or violation of, or result in a right of termination or
acceleration or any encumbrance on any of GSI's assets pursuant to the
provisions of, any agreement, arrangement or understanding or any
license, franchise or permit, except for approval,
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deemed approval or expiration of all applicable waiting periods under
the HSR Act.
4. CONDITIONS
4.1 Conditions to Obligation of GSI. The obligations of GSI to consummate
the transactions contemplated hereby are subject to satisfaction at or prior to
the Closing Date of the following conditions:
(a) The representations and warranties set forth in Sections 3.1 and 3.2
shall be true and correct at and as of the Closing Date;
(b) Each of the Companies and the Shareholders shall have performed and
complied with all of their respective covenants hereunder through the
Closing Date;
(c) Each of the deliveries contemplated by Section 2.4(b)(i) shall have
been made.
(d) No action, suit or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any United
States, state, local or foreign jurisdiction, to which any of the
Parties is a party which would prevent or inhibit the consummation of
the transaction contemplated hereby or seek to impose any liability on
any Party as a result of the consummation of the transactions
contemplated hereby, and all necessary regulatory approvals (including
under the HSR Act) shall have been obtained.
(e) The Shareholder Agreement shall have terminated by a written
instrument satisfactory in form and substance to GSI and its counsel;
(f) GSI shall have obtained financing satisfactory to it in its sole
discretion for the consummation of the transactions contemplated
hereby and GSI shall have completed its due diligence investigation
and been satisfied with the results thereof.
GSI may waive any condition, in whole or in part, specified in this Section 4.1
if it executes a writing so stating at or prior to the Closing Date.
4.2 Conditions to Obligations of the Companies and the
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Shareholders. The obligations of the Companies and the Shareholders to
consummate the transactions contemplated hereby are subject to satisfaction at
or prior to the Closing Date of the following conditions:
(a) The representations and warranties set forth in Section 3.3 above
shall be true and correct at and as of the Closing Date;
(b) GSI shall have performed and complied with all of its covenants
hereunder through the Closing Date;
(c) Each of the deliveries contemplated by Section 2.4(b) (iii) shall have
been made;
(d) No action, suit or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any United
States, state, local or foreign jurisdiction, to which any of the
Parties is a party which would prevent or inhibit the consummation of
the transaction contemplated hereby or seek to impose any liability on
any Party as a result of the consummation of the transactions
contemplated hereby, and all necessary regulatory approvals (including
under the HSR Act) shall have been obtained.
The Shareholders may waive, in whole or in part, any condition specified in this
Section 4.2 if it executes a writing so stating at or prior to the Closing Date.
5. ADDITIONAL AGREEMENTS
5.1 Pre-Closing Covenants.
(a) Exclusivity. The Companies and the Shareholders agree that they will
not (i) engage in discussions with, or solicit or provide information
to, any third party, other than GSI and its agents, employees,
affiliates and professional advisors with a view to the acquisition by
any third party of either the common stock of either Company or its
business or assets (other than products sold in ordinary course of
business) and (ii) they will not authorize or permit any Affiliate,
officer, employee, representative, advisor or agent to do anything
prohibited by clause (i) above.
(b) Real Property Matters. By the Closing Date, GSI will have
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obtained (i) a commitment for an ALTA Form B Owner's Title Insurance
Policy for real property owned by the Companies on the date hereof
(the "Owned Real Property") issued by Chicago Title Insurance Company
or other title insurer or insurers reasonable acceptable to GSI (the
"Title Insurer"), providing for full extended coverage over all
general title exceptions contained in such policies and containing a
waiver of the creditors' rights exception and a 3.1 zoning endorsement
(with parking) (the "Title Commitment"), and (ii) a current survey of
the Owned Real Property prepared by a surveyor licensed by the state
or province in which the Owned Real Property is located and certified
to GSI and the Title Insurer prepared in accordance with the "Minimum
Standard Detailed Requirements for ALTA/ACSM Land Title Surveys" (the
"Survey"), containing such information and detail as are sufficient to
obtain extended title insurance coverage other survey exceptions to
the Title Policy (defined below) and containing a flood zone
certification. At the Closing, the Companies shall execute and deliver
such affidavits of title, ALTA statements broker's affidavits, GAP
undertakings and other similar documents, and take such other action,
as may be necessary to cause the Title Insurer to issue to GSI as of
the Closing Date an owner's title insurance policy pursuant to and in
accordance with the Title Commitment (the "Title Policy") insuring fee
simple title to the Owned Real Property in an amount equal to the fair
market value of such Owned Real Property. The Companies and the
Shareholders shall cooperate with GSI and take all such actions as may
be reasonably necessary to remove any exceptions to title shown in the
Title Commitment and any encroachments or other survey defects shown
in the Survey and to obtain such endorsements to the Title Policy, as
GSI may have reasonably requested prior to the Closing Date. The costs
of issuing the Survey, the Title Policy and all endorsements thereto
required pursuant to this Agreement shall be borne by GSI. In
addition, the Company shall take all actions and execute all documents
necessary to cause the Owned Real Property to be free and clear of all
liens and encumbrances, except those reasonably permitted by GSI.
(c) Conduct of Business. Until the Closing Date, the Companies and the
Shareholders shall use their best efforts to maintain their respective
relationships with and preserve the goodwill of, employees, agents,
distributors, franchisees, licensees, customers, suppliers and others
having business dealings with them.
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(d) Pre-Closing Activities. Prior to the Closing Date, the Companies and
the Shareholders shall, with the cooperation of GSI where appropriate,
use their best efforts to obtain any consent, authorization or
approval of, or exemption by, any governmental authority or agency or
other third party, including their landlords and lenders required to
be obtained or made by them in connection with the transactions
contemplated by this Agreement and the Related Agreements.
(e) Investigation. The Companies shall afford to GSI free and full access,
during normal business hours and upon reasonable prior notice, to the
offices, plants, properties, books and records of the Companies in
order that GSI may have full opportunity to make such investigations
of the business, operations, assets, properties and legal and
financial condition of the Companies as GSI deems reasonably necessary
or desirable and the officers of the Companies shall furnish GSI with
such additional financial and operating data and other information
relating to the business operations, assets, properties and legal and
financial condition of the Companies as GSI shall from time to time
reasonably request.
5.2 Waiver and Release. Each Shareholder, on behalf of himself and his
heirs, executors, administrators, successors and assigns (with respect to each
Shareholder, the "Releasing Parties"), irrevocably and unconditionally waives
and releases any and all rights with respect to, and releases, forever acquits
and discharges each and all of the Companies, the Companies' shareholders,
directors, officers, employees, agents and other representatives, and their
respective heirs, executors, administrators, successors and assigns ("Released
Parties") with respect to, each and all claims, demands, charges, complaints,
obligations, causes of action, suits, liabilities, indebtedness, sums of money,
covenants, agreements, instruments, contracts (written or oral, express or
implied), controversies, promises, fees, expenses (including attorneys' fees,
costs and expenses), damages and judgments, at law or in equity, in contract or
tort, in United States, state, foreign or other judicial, administrative,
arbitration or other proceedings, of any nature whatsoever, known or unknown,
suspected or unsuspected, previously, now or hereafter arising, in each case
which arise out of, are based upon or are connected with facts or events
occurring or in existence on or prior to the date of the Closing ("Released
Claims"). Each Shareholder further represents and warrants that he has not
assigned or otherwise transferred any right or interest in or to any of the
Released Claims. This Section
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5.3 shall not apply to Claims by Shareholders or Shareholders solely against
another Shareholder (other than GSI) for which neither GSI nor the Company can
have any liability for actions or omissions prior to the Closing Date.
5.3 Indemnification. Subject to Section 5.4(b), each Shareholder shall,
severally and not jointly, indemnify, defend and hold the Acquiring Parties
harmless, from and against the entirety of any adverse consequences GSI may
suffer, sustain or become subject to, up to their pro rata percentage of the
Purchase Price, through and after the date of the claim for indemnification,
resulting from, arising out of, relating to, in the nature of, or caused by any
breach of inaccuracy of any of the representations and warranties set forth in
Section 3.1 of the Agreement made by such Shareholder or any covenants made by
such Shareholder in this Agreement.
6. TERMINATION
6.1 Termination. Notwithstanding anything in this Agreement to the
contrary, this Agreement may be terminated at any time prior to the Closing
Date:
(a) By mutual consent duly authorized by the Board of Directors of GSI,
the Shareholders and the Board of Directors of the Company;
(b) By either GSI or the Company if the Closing has not been consummated
on or before December 31, 1997 (the "Termination Date"), or such later
date as GSI, the Shareholders and the Company may agree to in writing,
except that the right to terminate this Agreement under this Section
6.1(b) shall not be available to any Party whose failure, under this
Agreement, to perform any material obligation or to fulfill any
material obligation within the control of such Party has been the
proximate cause of, or resulted in, the failure of the transactions
referenced herein to be consummated on or before that date;
(c) By GSI, if:
(i) Events occur that render one or more of the conditions to the
obligations of GSI set forth in Section 4.1 impossible of
satisfaction, and such condition or conditions is not waived by
GSI; or
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(ii) A material breach by the Companies or the Shareholders of any
representation, warranty, covenant or agreement in this Agreement
occurs and is not cured as soon as reasonably practicable (but in
no event later than thirty (30) days) after written notice
thereof is given to the Company.
(d) By the Companies, if:
(i) Events occur that render one or more of the conditions to the
obligations of the Companies and the Shareholders as set forth in
Section 4.2 impossible of satisfaction, and such condition or
conditions is not waived by the Company and the Shareholders, or
(ii) A material breach by GSI of any representation, warranty,
covenant or agreement in this Agreement occurs and is not cured
as soon as reasonably practicable (but no later than thirty (30)
days) after written notice thereof is given to GSI.
6.2 Notice of Termination. Any Party desiring to terminate this Agreement
pursuant to Section 6.1 shall give prompt written notice of such termination to
the other Parties.
6.3 Default; Remedies. In the event that a Party refuses to consummate the
transactions contemplated by this Agreement or if any default under, or breach
of any representation, warranty or covenant of, this Agreement on the part of a
Party (the "Defaulting Party") (which remains uncured after the cure period set
forth above) shall have occurred that results in the failure to consummate the
transactions contemplated hereby, the non-Defaulting Party shall be entitled to
seek and obtain specific performance pursuant to Section 6.4 or to seek and
obtain money damages from the Defaulting Party plus the non-Defaulting Party's
court costs and reasonable attorneys' fees in connection with the pursuit of its
remedies hereunder. For purposes of this Section 6.3 and Section 6.4, the
Companies and the Shareholders shall collectively on a joint and several basis
be considered one Party.
6.4 Specific Performance. In the event that any Party shall fail or refuse
to consummate the transactions contemplated by this Agreement or if any default
under, or breach of any representation, warranty or covenant of this Agreement
on the party of the Defaulting Party (which remains uncured after the cure
period set forth above) shall have occurred that results in the failure to
consummate the transactions contemplated hereby, then in addition to the other
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remedies provided herein, the non-Defaulting Party may seek to obtain an order
of specific performance thereof against the Defaulting Party from a court of
competent jurisdiction. In addition, the non-Defaulting Party shall be entitled
to obtain from the Defaulting Party court costs and reasonable attorneys' fees
incurred by it in enforcing its rights hereunder. As a condition to seeking
specific performance hereunder, GSI shall not be required to have tendered the
Purchase Price but shall be ready, willing and able to do so.
7. MISCELLANEOUS
7.1 No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
7.2 Entire Agreement. This Agreement (including the other documents
referred to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by or
between the Parties, written or oral, that may have related in any way to the
subject matter hereof. Without limiting the generality of the foregoing, this
Agreement supersedes the letter of intent between GSI, the Company and certain
of the Shareholders dated September 15, 1997.
7.3 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign this Agreement or any of such Party's
rights, interests, or obligations hereunder without the prior written approval
of the other Parties, except that GSI may assign their respective rights and
obligations hereunder to any of their Affiliates.
7.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
7.5 Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (i) three (3)
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) one day after receipt or electronically
confirmed, if sent by fax (provided that a hard copy shall be promptly sent by
first class mail), or (iii) one (1) business day following deposit with a
recognized national overnight courier service for next day delivery, charges
prepaid, and, in each case, addressed to the
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intended recipient as set forth below:
If to the Company: With a Copy to:
------------------ ---------------
Xxxxx Manufacturing Co. Xxxxx, Heiny, McManigal,
0000 00xx Xxxxxx X.X. Winga, Xxxxx & Xxxxxxxxx,
Xxxxx Xxxx, Xxxx 00000 P.L.C.
FAX:___________________ Norwest Center
Attn:___________________ 00 X. Xxxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxx 00000-0000
FAX: 000-000-0000
Attn: Xxxxxx X. Xxxxxxxxx
If to the Shareholders, c/o:
----------------------------
Xxxxx Manufacturing Co.
0000 00xx Xxxxxx X.X.
Xxxxx Xxxx, Xxxx 00000
FAX:___________________
Attn:___________________
If to GSI:
----------
The GSI Group, Inc.
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
FAX: 000-000-0000
Attn: Xxxxx Xxxxx, Chief
Executive Officer
Any Party may give any notice, request, demand, claim, or other communication
hereunder using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is delivered to the individual
for whom it is intended. Any Party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.
7.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Illinois.
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7.7 Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by GSI,
the Companies and the Shareholders. No waiver of any Party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation or breach of warranty or covenant hereunder or affect
in any way any rights arising by virtue of any prior or subsequent occurrence of
such kind.
7.8 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provision hereof or the
validity or enforceability of the invalid or unenforceable term or provision in
any other situation or in any other jurisdiction.
7.9 Expenses. Except as otherwise explicitly provided in this Agreement,
each of GSI and the Shareholders will bear his or its own direct and indirect
costs and expenses (including fees and expenses of legal counsel, investment
bankers, or other representatives or consultants) incurred in connection with
the negotiation, preparation and execution of this Agreement and the
transactions contemplated hereby, whether or not such transactions are
consummated.
7.10 Counterpart Signature Pages of Shareholders. This instrument is
executed by Shareholders on one or more Counterpart Signature Pages and all
Signature Pages taken together shall constitute a part of same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Plan and
Agreement as of the date first above written.
GSI:
THE GSI GROUP, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
------------------------------
Title: CEO
-----------------------------
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THE COMPANIES:
XXXXX MANUFACTURING CO.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------
Title: PRES/CEO
-----------------------------
XXXXX SERVICE CO.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------
Title: PRES/CEO
-----------------------------
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THE SHAREHOLDERS:
-----------------
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxx
----------------------------- ----------------------------
Xxxx Xxxxxx (100 shares) Xxxx Xxxxx (5 shares)
/s/ Xxx Xxxxxx
----------------------------- ----------------------------
Xxxxxx Xxxxx (1 share) Xxx Xxxxxx (15 shares)
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxxxxx
----------------------------- ----------------------------
Xxxxxx Xxxxx (50 shares) Xxxx Xxxxxxxx (10 shares)
/s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx
----------------------------- ----------------------------
Xxxxx Xxxxx (485 shares) Xxxxxx Xxxxxxxx (1 share)
/s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxx
----------------------------- ----------------------------
Xxxxx Xxxxxx (41 shares) Xxxxx Xxxx (35 shares)
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
----------------------------- ----------------------------
Xxxxxx Xxxxx (3 shares) Xxxxxx Xxxxx (1 share)
/s/ Xxxxxx X. Xxxxx /s/ Xxx Xxxxxxxx
----------------------------- ----------------------------
Xxxxxx X. Xxxxx (481 shares) Xxx Xxxxxxxx (13 shares)
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx
----------------------------- ----------------------------
Xxxx Xxxxxxx (45 shares) Xxxxx Xxxxxx (25 shares)
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx Xxxxxx
----------------------------- ----------------------------
Xxxxxx Xxxxxxx (1 share) Xxxxx Xxxxxx (100 shares)
/s/ Xxxxxx Xxxxxxxxx
----------------------------- ----------------------------
Xxxx Xxxxx (10 shares) Xxxxxx Xxxxxxxxx (10 shares)
/s/ Xxxx Xxxx /s/ Xxxxx Xxxxxxxx
----------------------------- ----------------------------
Xxxx Xxxx (200 shares) Xxxxx Xxxxxxxx (130 shares)
/s/ Xxxx Xxxx /s/ Xxxxxx Xxxxx
----------------------------- ----------------------------
Xxxx Xxxx (50 shares) Xxxxxx Xxxxx (50 shares)
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
---------------------------- ----------------------------
Xxxxxxx Xxxxxxx (30 shares) Xxxxxx Xxxxxxx (10 shares)
/s/ Xxxxx Xxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------- ----------------------------
Xxxxx Xxxxx (20 shares) Xxxxxxx X. Xxxxx (486 shares)
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------------- ----------------------------
Xxxxxx Xxxxxxx (50 shares) Xxxxx X. Xxxxxx (7 shares)
17
