EXHIBIT 10.26
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated August 16,
1996, between Star Technologies, Inc., a Delaware corporation ("Purchaser"),
and General Electric Company, a New York corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller owns 59,584 shares of Purchaser's Series B Senior
Preferred Stock, having a par value of $.01 per share ("Series B Preferred
Stock"), and 39,723 shares of Purchaser's Series C Senior Preferred Stock,
having a par value of $.01 per share ("Series C Preferred Stock"); and
WHEREAS, Seller desires to sell 47,667 shares of the Series B Preferred
Stock and 31,778 shares of the Series C Preferred Stock (collectively, the
"Shares") to Purchaser and Purchaser desires to purchase the Shares from
Seller upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
Purchase of Shares
Section 1.1 Purchase of Shares
Upon the terms and subject to the conditions set forth herein, at the
Closing (as defined below), Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller the Shares.
Section 1.2 Closing
The consummation of the transactions contemplated by this Agreement and
the delivery of the Shares to Purchaser pursuant hereto (the "Closing")
shall occur at
Xxxxxxx Coie, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. on the date
hereof (the "Closing Date").
Section 1.3 Consideration to be Delivered
At Closing:
(a) Purchaser shall pay Seller as full consideration for purchase of
the Shares the amount of $2,400,000 (the "Purchase Price") by authorizing
Seller to offset such amount against amounts otherwise due Purchaser by
Seller pursuant to that certain Letter Agreement dated July 9, 1996 between
Purchaser and Seller; and
(b) Seller shall deliver to Purchaser the stock certificates of
Purchaser listed on Schedule 1 hereto, representing, among other securities,
the Shares, accompanied, in each case, by a stock power duly endorsed in
favor of Purchaser authorizing surrender of the Shares, with signatures
guaranteed by a commercial bank or trust company.
Section 1.4 Surrender of Rights
With respect to the Shares, Seller hereby surrenders and relinquishes,
effective upon Closing, any right it has or may have had at any time under
(i) the Preferred Stock Purchase Agreement, dated as of May 31, 1990, among
Seller (as successor to General Electric Capital Corporation), Trustees of
General Electric Pension Trust, State Farm Mutual Automobile Insurance
Company and Purchaser (the "Preferred Stock Purchase Agreement") and
(ii) the Certificate of Designation relating to, among other securities, the
Shares, filed by Purchaser with the Secretary of State of the State of
Delaware on May 30, 1990, including without limitation any claim with
respect to the payment of any dividend on the Shares.
Section 1.5 Waiver of Breach
Seller hereby waives any and all breaches by Purchaser of any
covenants, agreements or obligations that may have occurred or are occurring
under the Preferred Stock Purchase Agreement.
ARTICLE II
Representations and Warranties
Section 2.1 Representations and Warranties of Purchaser
Purchaser represents and warrants to and agrees with Seller that as of
the Closing Date:
(a) Purchaser has corporate power and authority to make, execute,
deliver and perform this Agreement, and this Agreement has been duly
authorized and approved by all required corporate action of Purchaser;
(b) Purchaser is not (including by obtaining any necessary consents
with respect thereto) subject to or a party to, any agreement, contract,
instrument, law, rule, regulation, order, judgment or decree that would
prevent consummation of the transactions contemplated by this Agreement or
compliance by Purchaser with the terms of this Agreement; and
(c) Purchaser agrees to pay any transfer taxes owing as a result of
the transfer of the Shares.
Section 2.2 Representations and Warranties of Seller
Seller represents and warrants to Purchaser that as of the Closing
Date:
(a) Seller has corporate power and authority to make, execute, deliver
and perform this Agreement, and this Agreement has been duly authorized and
approved by all required corporate action of Seller;
(b) Seller is the lawful owner of the Shares, free and clear of all
liens, encumbrances, restrictions and claims of every kind; Seller has full
legal right, power and authority to sell, assign, transfer and convey the
Shares pursuant to this Agreement;
(c) Seller is not subject to, or a party to, any agreement, contract,
instrument, law, rule, regulation, order, judgment or decree that would
prevent consummation of the transactions contemplated by this Agreement or
compliance by Seller with the terms of this Agreement; and
(d) Seller has not taken any action that would cause the transfer of
the Shares contemplated hereby not to be exempt under the Securities Act of
1933, as amended.
ARTICLE III
Conditions Precedent
Section 3.1 Conditions Precedent to Obligations of Purchaser
All obligations of Purchaser under this Agreement are subject to the
fulfillment, on or prior to the Closing Date, of each of the following
conditions:
(a) Purchaser shall have received the certificates representing the
Shares as provided in Section 1.3(b); and
(b) Seller's representations and warranties contained in this
Agreement shall be true and correct in all material respects on and as of
the Closing Date as though such representations and warranties were made as
of such time.
Section 3.2 Conditions Precedent to Obligations of Seller
All obligations of Seller under this Agreement are subject to the
fulfillment, on or prior to the Closing Date, of each of the following
conditions:
(a) Seller shall have received the Purchase Price as provided in
Section 1.3(a);
(b) Seller shall have received stock certificates representing the
shares of Series B Preferred Stock and Series C Preferred Stock retained by
Seller and not sold to Purchaser; and
(c) Purchaser's representations and warranties contained in this
Agreement or in any certificate or document delivered pursuant to the
provisions hereof or in connection with the transactions contemplated hereby
shall be true and correct in all material respects on and as of the Closing
Date as though such representations and warranties were made as of such
time.
ARTICLE IV
Miscellaneous
Section 4.1 Governing Law
The interpretation and construction of this Agreement, and all matters
relating hereto, shall be governed by the laws of the State of New York,
excluding its conflict of law rules.
Section 4.2 Third Party Beneficiaries
Each party hereto intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any person other than
the parties hereto.
Section 4.3 Severability
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
Section 4.4 Captions
The Article and Section captions used herein are for reference purposes
only, and shall not in any way affect the meaning or interpretation of this
Agreement.
Section 4.5 Notices
Any notice or other communications required or permitted hereunder
shall be in writing and be sufficiently given if delivered in person or sent
by facsimile or by registered or certified mail, postage prepaid, addressed
as follows:
If to Purchaser, to:
Star Technologies, Inc.
000 Xxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Treasurer
Facsimile: (000) 000-0000
and if to Seller, to:
General Electric Company
Medical Systems Division
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
or such other address as shall be furnished in writing by either party to
the other, and such notice or communication shall be deemed to have been
given as of the date so delivered, sent by facsimile or mailed.
Section 4.6 Parties in Interest
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns; provided, that neither party may assign its rights
or delegate its obligations hereunder without the prior written consent of
the other party, and any attempt to so assign or delegate without such
consent shall be void.
Section 4.7 Counterparts
This Agreement may be executed in one or more counterparts (or upon
separate signature pages bound together into one or more counterparts), all
of which taken together shall constitute one instrument.
Section 4.8 Waiver
Waiver by either party of any breach or failure to comply with any
provision of this Agreement by the other party shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other
breach of or failure to comply with any other provisions of this Agreement.
Section 4.9 Entire Agreement
This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
Section 4.10 Amendments
This Agreement may not be amended or modified orally, but only by an
agreement in writing signed by the parties hereto.
IN WITNESS WHEREOF, each of Purchaser and Seller has caused this Stock
Purchase Agreement to be duly executed by its duly authorized representative
on the date first set forth above.
STAR TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxxxxx
Name: . . . . . . . Xxxxxx X. Xxxxxxx
Title:. . . . Chairman, President and
Chief Executive Officer
GENERAL ELECTRIC COMPANY
By /s/ Xxxxx X. Xxxxxx
Name: . . . . . . . . Xxxxx X. Xxxxxx
Title:. . . . . . . . .Vice President
GENERAL ELECTRIC COMPANY
SCHEDULE 1 TO STOCK PURCHASE AGREEMENT
STOCK CERTIFICATES
SERIES B SENIOR PREFERRED STOCK
CERT. NO. NO. OF SHARES
B-13 59,584
SHARES PURCHASED 47,667
SHARES TO BE REISSUED 11,917
SERIES C SENIOR PREFERRED STOCK
CERT. NO. NO. OF SHARES
C-13 39,723
SHARES PURCHASED 31,778
SHARES TO BE REISSUED 7,945
