EXHIBIT 2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of
December 26, 1996 by and between TOA Medical Electronics Co., Ltd., a Japanese
corporation (the "BUYER"), and Sysmex Corporation of America, a California
corporation (the "SELLER"), with reference to the following facts:
R E C I T A L S
A. Seller is the beneficial owner of 331,851 shares of capital stock
of International Remote Imaging Systems, Inc., a Delaware corporation (the
"STOCK").
B. Buyer wishes to acquire the Stock from Seller, and Seller wish to
sell the Stock to Buyer, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements hereinafter set forth, the parties
agree as follows:
ARTICLE I: PURCHASE AND SALE OF THE STOCK.
1.1 PURCHASE PRICE. On the Closing Date (as defined in Section 1.2
below), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of
the Stock for an aggregate purchase price of One Million Four Hundred Fourteen
Thousand Three Hundred Fifteen Dollars ($1,414,315) (the "PURCHASE PRICE"),
based upon the average price per share of the Stock in November 1996, which was
$4.2619.
1.2 CLOSING. The closing of the purchase and sale of the Stock (the
"CLOSING") shall take place at the offices of Seller, on December 26, 1996 at
6:00 p.m., Central time, or at such other place or at such other date and time
as Seller and Buyer may mutually agree (the "CLOSING DATE").
1.3 DELIVERY; PAYMENT. At the Closing:
(a) Buyer shall deliver to Seller the Purchase Price in
immediately available funds by wire transfer to an account designated
by Seller. Such funds shall represent the entire payment due from
Buyer to Seller in consideration of the Stock, and transfer of such
amount shall discharge Buyer's obligation with respect to payments due
at the Closing. Buyer and Seller shall also deliver to each other
such other documents required to be delivered by such parties
hereunder.
(b) Seller shall deliver to Buyer immediately after the
confirmation of the payment in subsection (a) above the certificates
representing the Stock, duly endorsed in blank or accompanied by a
stock power duly executed in blank.
1
ARTICLE II: COVENANT, REPRESENTATION AND WARRANTY OF SELLER.
All shares of Stock are, and shall be transferred by Seller to Buyer
hereunder, free and clear of all pledges, liens, security interests, charges,
encumbrances or other adverse claims.
ARTICLE III: MUTUAL COVENANTS OF BUYER AND SELLER.
As promptly as practicableafter the date of this Agreement, the
Seller shall effect all filings, registrations and requests for consent with,
and use best efforts to obtain all consents, authorizations, approvals and
declarations from, all third parties and government agencies required under
laws applicable to the Seller or contracts to which the Seller is a party for
the Seller to consummate the transactions contemplated hereby. Buyer shall
use reasonable efforts to assist the Seller as reasonably requested with all
matters described above in this Section. In addition, as promptly as
practicable after the date hereof, Buyer will make all filings with
governmental bodies and other regulatory authorities, and use all reasonable
efforts to obtain all permits, approvals, authorizations and consents of all
third parties, necessary under laws applicable to Buyer or contracts to which
Buyer is party for Buyer to consummate the transactions contemplated by this
Agreement.
ARTICLE IV: CONDITIONS PRECEDENT.
4.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligations of
Buyer under this Agreement are subject, at the option of Buyer, to the
satisfaction or waiver (in writing) of each of the following conditions at or
prior to the Closing Date:
4.1.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Those
representations and warranties of the Seller contained in this
Agreement or in any certificate or document delivered to Buyer
pursuant hereto shall be true and correct on and as of the Closing
Date as though made at and as of that date.
4.1.2 COMPLIANCE WITH COVENANTS. Seller shall have performed
and complied with all terms, agreements, covenants and conditions of
this Agreement to be performed or complied with by it on or before the
Closing Date.
4.1.3 CONSENTS OBTAINED; FILINGS. Each party shall have
obtained all consents and approvals from and shall have completed all
declarations, filings and registrations with, government agencies and
private third parties that are required for the execution, delivery
and performance of this Agreement by such party, except where the
failure to obtain such consents or approvals is a result of a breach
by Buyer.
2
4.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS. The obligations
of Seller under this Agreement are subject, at the option of Seller, to the
satisfaction or waiver (in writing) of each of the following conditions at or
prior to the Closing Date:
4.2.1 COMPLIANCE WITH COVENANTS. Buyer shall have performed
and complied with all terms, agreements, covenants and conditions of
this Agreement to be performed or complied with by it on or before the
Closing Date.
4.2.2 CONSENTS OBTAINED. Each party shall have obtained all
material consents and approvals required for the execution, delivery
and performance of this Agreement by such party, except where the
failure to obtain such consents or approvals is a result of a breach
by Seller.
4.2.3 PAYMENT. Buyer shall have transferred to Sellers the
amounts required to be transferred under SECTION 1.1.
ARTICLE V: INDEMNIFICATION.
Each of Buyer and Seller (the "indemnifying party") agrees to
indemnify, defend and hold harmless the other party (including the other party's
officers, directors, employees and agents) from and against the full amount of
any and all costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses and court costs incident to any suit, action,
investigation or other proceedings), damages and losses arising in connection
with any breach by the indemnifying party of any covenant, representation or
warranty hereunder.
ARTICLE VI: TERMINATION.
6.1 TERMINATION. This Agreement may be terminated at any time on or
prior to the Closing Date:
6.1.1 By mutual agreement of Seller and Buyer.
6.1.2 By Seller if any of the conditions set forth in SECTION
4.2 hereof shall not have been fulfilled on or prior to the Closing
Date.
6.1.3 By Buyer if any of the conditions set forth in SECTION
4.1 hereof shall not have been fulfilled on or prior to the Closing
Date.
6.2 EFFECTS OF TERMINATION. If this Agreement is terminated pursuant
to this Article, all obligations of the parties hereunder shall terminate
without liability of any party to any other party. Nothing contained in this
SECTION 6.2 shall relieve any party of liability for any breach of this
Agreement which occurred prior to termination of this Agreement.
3
ARTICLE VII: MISCELLANEOUS.
7.1 COOPERATION. Each party hereto agrees, both before and after the
Closing, to execute any and all further documents and writings and perform such
other reasonable actions which may be or become necessary or expedient to
effectuate and carry out the Transactions (which shall not include any
obligation to make payments).
7.2 EXPENSES. Each party shall bear its own expenses in connection
with this Agreement and the transactions contemplated hereby.
7.3 ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and undertakings of the
parties in connection therewith. This Agreement shall inure to the benefit of
and be binding upon each of the parties hereto and their respective successors
and assigns.
7.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Illinois.
7.5 ADJUSTMENT FOR STOCK SPLITS, ETC. Notwithstanding any other
provision of this Agreement to the contrary, in the event of any stock split,
reclassification, recapitalization or other extraordinary transaction with
respect to the Stock prior to the Closing Date, the Stock to be sold and the
consideration to be paid in respect thereof shall be appropriately adjusted to
reflect such transaction.
7.6 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first above written.
"BUYER"
TOA MEDICAL ELECTRONICS CO., LTD.,
a Japanese corporation
By: /s/ Hisashi Ietsugu
Name: Hisashi Ietsugu
Title: President
"SELLER"
SYSMEX CORPORATION OF AMERICA,
a California corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
5
