Exhibit 99.13
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of June __,
2002, by and among Safeguard Delaware, Inc. (the "Purchaser"), and XL Vision,
Inc. (the "Seller," and together with the Purchaser, the "Parties").
BACKGROUND
The Seller owns 699,870 of the issued and outstanding shares (the
"Purchased Shares") of Common Stock, par value $.01 per share ("Chroma Stock")
of ChromaVision Medical Systems, Inc., a Delaware corporation (the "Chroma").
This Agreement sets forth the terms and conditions upon which the Purchaser is
purchasing from the Seller, and the Seller is selling to the Purchaser, the
Purchased Shares.
WITNESSETH
NOW, THEREFORE, the Parties, intending to be legally bound hereby, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the mutual covenants contained herein,
hereby agree as follows:
1. Purchase and Sale of Shares and Other Actions. Subject to the terms
and conditions of this Agreement and the approval of the Bankruptcy Court (as
later defined herein) , at the Closing, the Purchaser shall buy from the Seller,
and the Seller shall sell to the Purchaser, free and clear of all liens,
pledges, charges, security interests or other encumbrances (including without
limitation, stockholder agreements, voting trust agreements and all similar
arrangements), the Purchased Shares, and all rights with respect to such shares,
in exchange for the payment by the Purchaser to the Seller of the product of the
number of Purchased Shares multiplied by the Purchase Price per Share. The
Purchase Price per Share shall be the lowest per share purchase price permitted
on the Closing Date pursuant to the order, dated April 19, 2002, entitled Order
Granting Omnibus Motion for Authority to Sell Securities of the United States
Bankruptcy Court, Southern District of Florida acting on Case No.
01-36871-BKC-SHF, In Re: XL Vision, Inc., Debtor (the "Bankruptcy Court"), but
in no event less than $1.585 per share. Purchaser may terminate this Agreement
at any time prior to the Closing if the trading price per share of Chroma Stock
exceeds $3.00 per share or if the Bankruptcy Court approval contemplated by
Section 2.1 hereof shall not have occurred prior to July 1, 2002.
2. The Closing.
2.1 Location, Date . The closing for the transactions
contemplated hereby (the "Closing") shall be held on the first business day
following the approval of this Agreement by the Bankruptcy Court, or on such
other date and at such time as may be mutually agreed upon by the Parties, at
the offices of Rice Xxxxxxx Xxxxxxxx & Xxxxxxxx, P.A. Northmark Building, Suite
101, 00 XX 0xx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, unless the Parties agree
in writing to another date or place. The date on which the Closing occurs is
referred to herein as the "Closing Date."
2.2 Closing Deliveries. Subject to the terms and conditions
contained herein, at the Closing:
(a) the Seller shall deliver to the Purchaser the certificates
representing the Purchased Shares, in negotiable form, duly endorsed in blank,
or with separate stock transfer powers attached thereto and signed in blank, or,
if such certificates have been lost or destroyed, an affidavit of loss to such
effect, together with an appropriate instrument of transfer;
(b) the Purchaser shall make payment of the Purchase Price to
the Seller's Attorney by wire transfer of immediately available funds in
accordance with wire transfer instructions to be delivered to the Purchaser by
the Seller prior to the Closing Date; and
(c) the Parties shall also deliver to each other cross
receipts and such other items as may be reasonably requested to effect and
complete the transfer of the record and beneficial ownership of the Purchased
Shares as described herein.
3. Representations and Warranties.
3.1 Seller's Representations. The Seller hereby represents and
warrants to the Purchaser as follows:
(a) Share Ownership. The Seller is transferring to
Purchaser the Purchased Shares free and clear of any Liens.
(b) Authorization. The Seller has all requisite
corporate power and authority to execute and deliver this Agreement.
All necessary action, corporate or otherwise, required to have been
taken by or on behalf of the Seller under any applicable law, its
charter documents or otherwise to authorize (a) the approval, execution
and delivery on its behalf of this Agreement, and (b) its performance
of its obligations under this Agreement has been taken. This Agreement
constitutes the valid and binding agreement of the Seller, enforceable
against it in accordance with its terms.
(c) No Conflict; Approvals. The execution, delivery
and performance of this Agreement and the consummation by the Seller of
the Transaction will not (i) result in a violation of the Seller's
organizational documents, or (ii) conflict with any agreement,
indenture or instrument to which the Seller is a party, or (iii) result
in a violation of any law, rule, or regulation, or any order, judgment
or decree of any court or governmental agency applicable to the Seller.
3.2 Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to the Seller as follows:
(a) Authority; Binding Effect. The Purchaser has all
requisite corporate power and authority to execute and deliver this
Agreement. All necessary action, corporate or otherwise, required to
have been taken by or on behalf of the Purchaser under any applicable
law, its charter documents or otherwise to authorize (a) the approval,
execution and delivery on its behalf of this Agreement, and (b) its
performance of its obligations under this Agreement has been taken.
This Agreement constitutes the valid and binding agreement of the
Purchaser, enforceable against it in accordance with its terms.
(b) No Conflict; Approvals. The execution, delivery
and performance of this Agreement and the consummation by the Purchaser
of the Transaction will not (i) result in a violation of the
Purchaser's organizational documents, or (ii) conflict with any
agreement, indenture or instrument to which the Purchaser is a party,
or (iii) result in a violation of any law, rule, or regulation, or any
order, judgment or decree of any court or governmental agency
applicable to the Purchaser.
(c) Purchase Representation. The Purchaser represents
and warrants that it is purchasing the Purchased Shares for its own
account for investment purposes only and not with a view to
distribution in violation of any securities laws; provided, however,
that by making the representations herein, the Purchaser does not agree
to hold such securities for any minimum or other specific term and
reserves the right to dispose of the Purchased Shares at any time in
accordance with federal and state securities laws applicable to such
disposition. The Purchaser acknowledges and understands that the terms
of issuance have not been reviewed by the Securities and Exchange
Commission or by any state securities authorities and that the
Purchased Shares have been issued in reliance on the certain exemptions
for non-public offerings under the Act, which exemptions depend upon,
among other things, the representations made and information furnished
by the Purchaser. The Purchaser represents and warrants that it is an
"accredited investor" as defined in Rule 501 of Regulation D, as
amended, under the Act, and that it (i) is able to bear the economic
risk of its investment in the Purchased Shares, (ii) is able to hold
the Purchased Shares for an indefinite period of time, and (iii) can
afford a complete loss of its investment in the Purchased Shares.
4. General Matters.
4.1 Entire Agreement. This Agreement constitutes the entire agreement
among the Parties with respect to the subject matter hereof and supersedes all
prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter hereof. This Agreement may not
be amended except by an instrument in writing signed by all the Parties hereto
that makes express reference that such writing is such an amendment as required
by this Section 4.1.
4.2 Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing, must be delivered by (i) courier, mail or hand delivery or (ii)
facsimile, and will be deemed to have been delivered upon receipt. The addresses
and facsimile numbers for such communications shall be:
if to the Purchaser:
Safeguard Delaware, Inc.
C/O Safeguard Scientifics, Inc.
000 Xxxxx Xxxx Xxxxx
000 Xxxxxxxx
Xxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
if to the Seller:
XL Vision, Inc,
Rice Xxxxxxx Xxxxxxxx & Xxxxxxxx, P.A.
Northmark Building,
Suite 101, 00 XX 0xx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Telecopy: 000-000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
Each party shall provide five (5) days prior written notice to
the other party of any change in address, telephone number or facsimile number.
Written confirmation of receipt (i) given by the recipient of such notice,
consent, waiver or other communication, (ii) mechanically or electronically
generated by the sender's facsimile machine containing the time, date and
recipient facsimile number or (iii) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.
4.3 Governing Law . THIS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF
THE TERMS HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED
AND TO BE PERFORMED ENTIRELY IN SUCH STATE.
4.4 Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each Party, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.
4.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
4.6 Binding Effect; Assignment. This Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective legal
representatives and successors. This Agreement may not be assigned by any Party
without the prior written consent of the other Parties.
4.7 Survival. The representations and warranties of each of the Parties
contained in this Agreement or in any certificate or other writing delivered
pursuant to this Agreement shall survive the Closing.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the day and year first written above.
SAFEGUARD DELAWARE, INC.
By: /s/ N. Xxxxxxx Xxxxxxx
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Name: N. Xxxxxxx Xxxxxxx
Title: Vice President
XL VISION, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Acting Manager
