EXHIBIT 10.10
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into
as of December 18, 1995, by and between Xxxx X. Xxxxxx, D.D.S. (the "Seller")
and Castle Dental Centers, Inc., a Delaware corporation (the "Purchaser").
1. INTRODUCTION. Seller is the sole shareholder of JHCDDS, Inc. (formerly
Xxxx X. Xxxxxx, D.D.S., Inc.), a Texas professional corporation (the "Company"),
owning 1,000 shares of common stock, no par value per share (the "Common
Stock"), constituting all of the issued and outstanding shares of Common Stock
of the Company. The Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller such 1,000 shares of Common Stock for the
consideration and on the other terms and conditions contained in this Agreement.
2. SALE AND PURCHASE. In reliance on the representations and warranties
contained in this Agreement and on the terms and conditions contained herein,
the Seller hereby sells, assigns and delivers to the Purchaser 1,000 shares of
Common Stock of the Company. The Seller has delivered to the Purchaser
certificates representing 1,000 shares of Common Stock of the Company in proper
form for transfer, accompanied by a duly executed stock power executed by the
Seller.
3. CONSIDERATION. As consideration for the Common Stock, the Purchaser has
paid to the Seller the sum of $6,000,000 by certified or cashier's check or by
wire transfer of immediately available funds, the receipt and sufficiency of
which is hereby acknowledged.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller hereby represents
and warrants to the Purchaser as follows:
4.1. AUTHORITY. Seller has the full legal capacity to execute and
deliver this Agreement and perform its obligations hereunder.
4.2. OWNERSHIP OF STOCK. Immediately before executing and delivering
this Agreement, the Seller was the sole record and beneficial owner of 1,000
shares of Common Stock, constituting all of the issued and outstanding shares of
Common Stock of the Company, and owned such shares of Common Stock free and
clear of all assessments, charges, claims, liens, options, pledges, security
interests and other encumbrances whatsoever. By executing and performing the
obligations of this Agreement, Seller has transferred to Purchaser good and
valid title to the Common Stock, free and clear of all assessments, charges,
claims, liens, options, pledges, security interests and other encumbrances
whatsoever.
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4.3. EXECUTION AND DELIVERY; ENFORCEABILITY. This Agreement as
executed and delivered by the Seller constitutes the legal, valid and binding
obligation of the Seller and is enforceable against the Seller in accordance
with its terms.
4.4. IMPEDIMENTS. Seller's execution and delivery of this Agreement
and performance of its obligations hereunder will not cause a breach or
violation of, or a default or event of default under, any provision of (1) any
agreement, contract or arrangement, oral or written, to which Seller or the
Company is a party or by which Seller or the Company or any shares of Common
Stock are bound; (2) any law, rule or regulation of any governmental authority
applicable to Seller or the Company; or (3) any decree, order, injunction or
other decision of any court, arbitrator, governmental authority or
administrative agency with jurisdiction over the Seller or the Company.
4.5. AUTHORIZED CAPITAL. The authorized capital stock of the Company
consists of 10,000 shares of Common Stock, of which 1,000 shares have been fully
authorized and validly issued, are fully paid and nonassessable, and are
outstanding and owned by Seller. There are no outstanding subscriptions,
options, warrants, calls or other agreements, arrangements, commitments or right
to purchase, convert into, or exchange or otherwise acquire any shares of Common
Stock or other securities of the Company. The Company is a corporation duly
organized, validly existing and in good standing as a professional corporation
under the laws of the State of Texas.
4.6. TAXES. The Company has filed with the proper taxing or other
governmental authority all tax returns and reports and has paid all taxes
required by law for all periods ended before the effective date of this
Agreement. No claim is pending or threatened against the Company based on its
failure to file any tax return or report or to pay any tax when due.
4.7. FINANCIAL STATEMENTS. Seller has delivered to the Purchaser a
financial statement of the Company for the most recent applicable period. The
financial statement is complete for the period indicated, fairly presents the
financial position and the results of operation of the Company and has been
prepared in accordance with generally accepted accounting principles
consistently applied.
4.8. PROPERTIES. The Company has good and valid title to all of its
assets, free and clear of all liens, pledges, security interests, charges,
claims, restrictions and other encumbrances of any nature whatsoever.
4.9. COMPLIANCE WITH THE LAW. The Company has complied in all
material respects with all laws, ordinances, and governmental rules or
regulations to which it or its business, operations, assets or properties is
subject and has not failed to obtain, or to adhere to the requirements of, any
license, permit or other governmental authorization necessary to the ownership
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of its assets and properties or to the conduct of its business, which
noncompliance, violation or failure to obtain or adhere would have a material
adverse effect on its business, operations, assets, properties, prospects or
conditions (financial or otherwise).
4.10. SURVIVAL. The representation and warranties of Seller
hereunder (other than the representations and warranties contained in Sections
4.2 and 4.5) shall expire contemporaneously with the consummation of the
transaction contemplated hereby, and shall not survive the closing of such
transaction.
5. MISCELLANEOUS PROVISIONS.
5.1. ENTIRE AGREEMENT. This Agreement constitutes the full
understanding of the Seller and the Purchaser and a complete and exclusive
statement of the terms and conditions of their agreement relating to the subject
matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral, between the Seller and the Purchaser with
respect thereto.
5.2. AMENDMENTS. No alteration, modification, amendment or change in
this Agreement shall be effective or binding on any party unless the same is in
writing and is executed by the Seller and the Purchaser.
5.3. GOVERNING LAW. This Agreement shall be governed by, construed
under, and enforced in accordance with the laws of the State of Texas without
reference to the conflict-of-laws provisions thereof.
5.4. MULTIPLE COUNTERPARTS. This Agreement may be executed by the
parties hereto in multiple counterparts, each of which shall be deemed an
original for all purposes, and all of which together shall constitute one and
the same instrument.
This Agreement is executed and delivered by the Seller and the Purchaser
on the date first set forth above.
SELLER:
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Xxxx X. Xxxxxx, D.D.S.
PURCHASER:
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Castle Dental Centers, Inc.
By:_________________
Xxxx X. Xxxxxx, Xx.
President
12/18/95--11:10 am
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