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ACQUISITION RIGHT OF FIRST NEGOTIATION AGREEMENT

Asset Purchase Agreement

ACQUISITION RIGHT OF FIRST NEGOTIATION AGREEMENT | Document Parties: CRDENTIA CORP | MedCap Partners L.P | C. Fred Toney  | James D. Durham  | Bridge Healthcare Finance, LLC  | Sound Health Solutions, Inc You are currently viewing:
This Asset Purchase Agreement involves

CRDENTIA CORP | MedCap Partners L.P | C. Fred Toney | James D. Durham | Bridge Healthcare Finance, LLC | Sound Health Solutions, Inc

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Title: ACQUISITION RIGHT OF FIRST NEGOTIATION AGREEMENT
Governing Law: Delaware     Date: 11/9/2006

ACQUISITION RIGHT OF FIRST NEGOTIATION AGREEMENT, Parties: crdentia corp , medcap partners l.p , c. fred toney  , james d. durham  , bridge healthcare finance  llc  , sound health solutions  inc
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Exhibit 10.1

 

ACQUISITION RIGHT OF FIRST NEGOTIATION AGREEMENT

This Acquisition Right of First Negotiation Agreement (the “ Agreement ”) is entered into this 3rd day of November, 2006 (the “ Effective Date ”), by and among Crdentia Corp., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”) and MedCap Partners L.P., C. Fred Toney and James D. Durham (the “ Buyers ”).  The Company and the Buyers may each be referred to herein individually as a “ Party ” and collectively as the “ Parties .”

BACKGROUND

A.            In connection with the Buyers’ transfer of $1,000,000 to a cash collateral account for the benefit of the Company,to facilitate the additional borrowing by the Company from Bridge Healthcare Finance, LLC (the “ Advance ”), iVOW, Inc. (“ iVOW ”) the Company and the Buyers have entered into that certain Stock Pledge Agreement, by and between the Company, iVOW and the Buyers, dated as of even date hereof (the “ Stock Pledge Agreement ”), pursuant to which the Company and iVOW have granted to the Buyers a security interest in 100% of the outstanding stock of Sound Health Solutions, Inc. (“ SHS ”), a wholly-owned subsidiary of iVOW.

B.            The Company, iVOW Acquistion Corp. and iVOW have entered into that certain Agreement and Plan of Merger dated September 20, 2006 (the “ Merger Agreement ”), pursuant to which the Company has agreed to acquire iVOW for $3,500,000 in Crdentia common stock, subject to adjustment, subject to the approval of Crdentia and iVOW common stockholders and other closing conditions (the “ Merger ”).

C.            As a condition precedent to the Buyers providing the Advance, the Company has agreed to grant the Buyers an exclusive right of first negotiation of the terms of any agreement to acquire all or a majority of SHS (whether by merger, purchase of SHS’s outstanding stock or purchase of SHS’s assets, or other similar transaction) (any such agreement, a “ SHS Transaction Agreement ”) during the Negotiation Period, as that term is defined below.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.                                       DEFINITIONS.

As used in this Agreement, the following capitalized terms have the indicated meanings:

1.1.         Affiliate(s).   “ Affiliate(s) ” means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person which controls, is controlled by or is under common control with such Person.  A Person shall be regarded as in control of another Person if it owns or controls more than 50% of the equity securities of the subject Person entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority).

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1.2.         Person.   “ Person ” means any individual or legal entity.

1.3.         Third Party.   “ Third Party ” means any Person other than the Company, the Buyers or their respective Affiliates.

2.                                       RIGHT OF FIRST NEGOTIATION.

2.1.         Commencing at the Effective Time of the Merger (as that term is defined in the Merger Agreement), prior to Company negotiating a SHS Transaction Agreement with a Third Party, the Company shall give the Buyers a period of thirty (30) days to notify the Company whether the Buyers desire to enter into a SHS Transaction Agreement with the Company on mutually agreeable and commercially reasonable terms and conditions for such transaction.  If the Buyers timely notify the Company in writing of such desire, then the Parties shall negotiate in good faith and attempt to reach mutual agreement upon such terms and conditions for such SHS Transaction Agreement during the period commencing at the Effective Time of the Merger  and extending until the date that is sixty (60) calendar days following the Effective Time of the Merger (the “ Negotiation Period ”).

2.2.         If the Buyers do not timely notify the Company of their interest in entering into such a SHS Transaction Agreement, or if upon expiration of the Negotiation Period the Parties are unable to agree upon such terms and conditions, then the Company shall have no further obligation to the Buyers under this Agreement and shall be free to enter into a SHS Transaction Agreement with any Third Party on any terms that the Company determines in its sole discretion, and the Company shall have no obligation to offer any such terms to the Buyers.

2.3.         The Company agrees that should the Company and the Buyers agree on the terms of the acquisition of SHS, the Advance shall be credited against the applicable purchase price.  Any portion of the Advance not so utilized shall be repaid on January 31, 2007 by the Company to the Buyers with a 20% premium or risk factor thereon (i.e. if the entire $1,000,000 is repaid, the premium shall be $200,000).

3.                                       MISCELLANEOUS.

3.1.         Termination.   The Parties may terminate this Agreement at any time by giving written notice to the other Party; provided, however, that the Company may not terminate this Agreement without the prior written consent of the Buyers.  This Agreement shall automatically terminate upon the termination of the Merger Agreement pursuant to its terms.

3.2.         Assignment.   Neither this Agreement nor any interest under this Agreement shall be a


 
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