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EXHIBIT 2
STOCK TRANSFER AGREEMENT
AS TO
SHARES OF XXXXX XXXXXX IN
CANDELA CORPORATION
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THIS IS AN AGREEMENT ("this Agreement") by and between Xxxxx Xxxxxx, a
resident of the State of Georgia ("Xxxxxx") and The Paideia School,
Incorporated, a Georgia nonprofit corporation (the "School"), dated February
11, 1999 and by which Xxxxxx and the School, in consideration of the mutual
agreements and consideration contained in this Agreement (the mutuality,
adequacy and sufficiency and receipt of which are hereby acknowledged), hereby
agree as follows:
1. Transfer of Shares. Effective the date of this Agreement: Xxxxxx
hereby conveys, assigns and transfers 80,000 shares of $.01 par value common
stock of Candela Corporation (the "Shares") and all of his right, title and
interest in the Shares to the School. Contemporaneously with the executive and
delivery of this Agreement, (i) Xxxxxx has duly executed and delivered a stock
transfer power in favor of the School further documenting the foregoing
conveyance, and (ii) the School shall deliver to Xxxxxx a satisfaction and
release of a Promissory Note, dated December 13, 1998 in the original principal
amount of Two Hundred Eighty Thousand Six Hundred Six Dollars ($280,714.43)
(the "Note"), from Xxxxxx to K. Xxxxx Xxxxxxxx, a resident of the State of
Georgia ("Xxxxxxxx"), and assigned by Xxxxxxxx to the School by an Assignment
of Promissory Note, dated February 11, 1999. After satisfaction of the
principal and accrued interest on the note ($284,474.60) the value of the
remaining shares shall constitute a charitable donation by Xxxxxx to Paideia.
2. Warranties. Xxxxxx hereby represents and warrants that he is the
sole owner of the Shares, that the Shares are free and clear of any liens,
encumbrances or adverse claims or charges of any kind, except by reason of the
Note, and that Xxxxxx has the power to convey the Shares to the School as
herein provided. The School represents and warrants that it is the holder of
the Note and has the power to cancel the Note as herein provided. Each party
represents and warrants to the other (a) that it or he has the power and
authority to execute, deliver and perform this Agreement and (b) that the
execution, delivery and performance of this Agreement is not restricted by or
in violation either of any applicable law to which it or he is subject or of
any organizational documents (including articles of incorporation or bylaws or
partnership agreements, as amended or restated), agreement, commitment, order,
ruling or proceeding to which it or he is a party or to which it or he or any
of its or his assets are subject.
3. Survival. The representations, warranties, covenants and agreements
contained in this Agreement shall survive the transfer of the Shares pursuant
to this Agreement. The remedies of the School for breaches of representations,
warranties, covenants or agreements shall not be affected by any investigation
by, or knowledge of, the School prior to the date of this Agreement, and Xxxxxx
agrees to indemnify, defend and hold the School harmless for all losses, costs
and expenses (including reasonable attorney's fees and expenses) arising out of
his breach of any representation, warranty, covenant or agreement made by him
in this Agreement.
4. Confidentiality. The terms of this Agreement are confidential, and
neither party shall discuss or disclose any of them except with the prior
written consent of the other.
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Stock Transfer Agmt
p. 2 of 3
5. Miscellaneous.
(a) Further Assurances; Cooperation. Each party shall do such
things after the closing as may be reasonably requested by the other party in
order more effectively to consummate or document the transactions contemplated
by this Agreement. The parties shall cooperate with each other and their
respective counsel, accountants or designees in connection with any steps
required to be taken as part of their respective rights and obligations under
this Agreement.
(b) Notices. Each notice, communication and delivery under this
Agreement (i) shall be made in writing signed by the party making the same,
(ii) shall specify the Section pursuant to which it is given, (iii) shall be
given either in person or by a nationally recognized next business day delivery
service, and (iv) if not given in person, shall be given to a party at the
address set forth below the party's signature (or at such other address as a
party may furnish to the other parties pursuant to this Subsection).
(c) Assignment. No assignment or transfer by a party of its rights
and obligations under this Agreement shall be made by merger or other operation
of law or otherwise except with the prior written consent of the other party
(which may not be unreasonably withheld). This Agreement is binding upon the
parties and their successors and assigns and inures to the benefit of the
parties and their permitted successors and assigns and, when appropriate to
effect the binding nature of this Agreement for the benefit of the other
parties, any other successor or assign.
(d) Certain Definitions. The parties agree that (whether or not
underlined): (i) "applicable law" means all provisions of any constitution,
statute, law, rule, regulation, decision, order, decree, judgment, release,
license, permit, stipulation or other official pronouncement enacted,
promulgated or issued by any governmental authority or arbitrator or
arbitration panel; (ii) "party" and "parties" and variations of such means each
or all, as appropriate, of the persons who have executed and delivered this
Agreement, each permitted successor or assign of such a party, and when
appropriate to effect the binding nature of this Agreement for the benefit of
another party, any other successor or assign of such a party; and (iii) "this
Agreement" includes any amendments or other modifications and supplements, and
all exhibits, schedules and other attachments, to it.
(e) Certain Rules of Construction. The following rules of
construction apply to this Agreement: (i) "including" and any other words or
phrases of inclusion shall not be construed as terms of limitation, so that
references to "included" matters shall be regarded as non-exclusive,
non-characterizing illustrations; (ii) when "Section" or "Subsection" is
capitalized in this Agreement, such shall refer to such item of or to this
Agreement; (iii) titles and captions of or in this Agreement are inserted only
as a matter of convenience and for reference and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any of its
provisions; and (iv) whenever the context so requires, the singular includes
the plural and the plural includes the singular, and the gender of any pronoun
includes the other genders.
(f) Severability. Any determination by any court of competent
jurisdiction of the invalidity of any provision of this Agreement that is not
essential for accomplishing its purposes shall not affect the validity of any
other provision of this Agreement, which shall remain in full force and effect
and which shall be construed as to be valid under applicable law.
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Stock Transfer Agmt
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(g) Controlling Law; Integration; Amendment; Waiver. This Agreement
is governed by, and shall be construed and enforced in accordance with, the laws
of the State of Georgia. This Agreement supersedes all prior negotiations,
agreements and understandings between the parties as to its subject matter,
constitute the entire agreement between the parties as to its subject matter,
and may not be altered or amended except in writing signed by the parties. The
failure of any party at any time or times to require performance of any
provision of this Agreement shall in no manner affect the right to enforce the
same, and no waiver by any party of any provision (or of a breach of any
provision) of this Agreement, whether by conduct or otherwise, in any one of
more instances shall be deemed or construed either as a further or continuing
waiver of any such provision or breach or as a waiver of any other provision (or
of a breach of any other provision) of this Agreement.
(h) Counterparts. This Agreement may be executed in one or more
counterparts (one counterpart reflecting the actual or facsimile signatures of
all of the parties), each of which shall be deemed to be an original, and it
shall not be necessary in making proof of this Agreement or its terms to account
for more than one of such counterparts. This Agreement may be executed by each
party upon a separate copy, and one or more execution pages may be detached from
one copy of this Agreement and attached to another copy in order to form one or
more counterparts.
DULY EXECUTED and delivered by the parties hereto effective as set forth
above.
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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Address: 00 Xxxxxxxxx Xxx.
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Xxxxxxx, XX 00000
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THE PAIDEIA SCHOOL, INCORPORATED
By: /s/
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Its: Chairman
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Address: 1509 So Xxxxx de Xxxx Avenue
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Xxxxxxx, XX 00000
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