Exhibit 2.5
AGREEMENT
This Agreement, dated as of March 1, 2000 by and between Xxxxxx X.
Xxxxxxx of Natick, Massachusetts (the "Seller") and Bruker Daltonics Inc., a
Delaware corporation with its principal place of business in Billerica,
Massachusetts (the "Buyer").
WHEREAS, the Seller owns twenty-six thousand (26,000) shares (the
"Shares") of the Common Stock, $.01 par value per share, of the Buyer; and
WHEREAS, the Buyer desires to purchase from the Seller the Shares;
NOW, THEREFORE, in consideration of mutual covenants, promises and
agreements contained herein, as well as other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by each of the parties
hereto, and intending to be legally bound hereby, the parties hereto agree as
follows:
1.0 PURCHASE AND SALE OF SHARES
No later than March 1, 2000 (the "Closing"), the Seller will sell to
the Buyer the Shares for an aggregate purchase price of Twenty-Six Thousand
Dollars ($26,000). At or before the Closing, the Buyer shall make payment of the
aggregate purchase price to the Seller and the Seller shall deliver to Buyer a
certificate representing the Shares purchased by the Buyer. The parties shall
also exchange such other documents and instruments as may be reasonably
requested by any of them.
2.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Buyer as follows:
2.1 GOVERNMENT APPROVALS. No consent, approval, license or
authorization of, or designation, declaration or filing with any court or
governmental authority is or will be required on the part of the Seller in
connection with the execution, delivery and performance by the Seller of this
Agreement.
2.2 COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. The Seller is in
compliance with all of the provisions of this Agreement, and in all material
respects with the provisions of each mortgage, indenture, lease, license, other
agreement or instrument, judgment, decree, judicial order, statute, and
regulation by which he is bound or to which any of his properties are subject.
The execution, delivery or performance of this Agreement with or without the
giving of notice or passage of time, or both, will not violate, or result in any
breach of or constitute a default under, or result in the imposition of any
encumbrance upon any asset of the Seller pursuant to any statute, rule or
regulation, contract, lease, judgment, decree or other document or instrument by
which the Seller is bound or to which any of his properties are subject.
2.3 DISCLOSURES. Neither this Agreement nor any other agreement,
document or written statement made by the Seller is furnished by the Seller to
the Buyer in connection with the transactions contemplated hereby, contains any
untrue statement of material fact
or omits to state any material fact necessary to make the statements contained
herein or therein not misleading.
2.4 SHARES. The Seller owns the entire right, title and interest in and
to the Shares, free and clear of any liens and encumbrances of any nature
whatsoever. The Shares are validly issued, fully paid and non-assessable.
3.0 REPRESENTATIONS AND WARRANTIES OF THE BUYERS
The Buyer hereby warrants to the Seller the following:
3.1 AUTHORIZATION. The Buyer has all requisite corporate power and
authority and has taken all necessary corporate action required for the due
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein. This Agreement constitutes
the legal, valid and binding obligations of the Buyer enforceable against Buyer
in accordance with its terms.
3.2 GOVERNMENTAL APPROVALS. No consent, approval, license or
authorization of, or designation, declaration or filing with, any court or
governmental authority is or will be required on the part of the Buyer in
connection with the execution, delivery and performance by the Buyer of this
Agreement.
4.0 MISCELLANEOUS
4.1 SURVIVAL OF REPRESENTATIONS. The representations, warranties,
covenants and agreements made herein or in any certificates or documents
executed in connection herewith shall survive for three (3) months after
Closing.
4.2 AMENDMENTS AND WAIVERS. Amendments or additions to this Agreement
may be made and compliance with any term, covenant, agreement, condition or
provision set forth herein may be omitted or waived (either generally or in a
particular instance and either retroactively or prospectively) upon the written
consent of the Seller and the Buyer.
4.3 EXPENSES. Each party hereto will pay its own expenses in connection
with the transactions contemplated hereby.
4.4 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original but all of which shall
constitute but one and the same instrument. One or more counterparts of this
Agreement or any exhibit hereto may be delivered via telecopier, with the
intention that they shall have the same effect as an original counterpart
hereof.
4.5. EFFECT OF HEADINGS. The article and section headings herein are
for convenience only and shall not affect the construction hereof.
4.6 GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the Commonwealth of
Massachusetts without giving effect to the conflicts of laws principles thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
BRUKER DALTONICS INC.
By: /s/ XXXXX X. XXXXXXXX /s/ XXXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Treasurer
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