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STOCK REDEMPTION AGREEMENT

Redemption Agreement

STOCK REDEMPTION AGREEMENT | Document Parties: Eureka Growth Capital Management, LLC | Eureka I, LP | Medical Technology Systems, Inc | MTS Medication Technologies, Inc You are currently viewing:
This Redemption Agreement involves

Eureka Growth Capital Management, LLC | Eureka I, LP | Medical Technology Systems, Inc | MTS Medication Technologies, Inc

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Title: STOCK REDEMPTION AGREEMENT
Governing Law: Delaware     Date: 11/14/2006
Industry: Medical Equipment and Supplies     Law Firm: Holland Knight     Sector: Healthcare

STOCK REDEMPTION AGREEMENT, Parties: eureka growth capital management  llc , eureka i  lp , medical technology systems  inc , mts medication technologies  inc
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STOCK REDEMPTION AGREEMENT

        This Stock Redemption Agreement (the “Agreement”) is made as of the 13th day of November, 2006, by and between MTS Medication Technologies, Inc., a Delaware corporation (f/k/a Medical Technology Systems, Inc.) (the “Corporation”), and Eureka I, L.P., a Delaware limited partnership (the “Selling Stockholder”).

Background

        The Selling Stockholder owns two thousand shares of Series A Convertible Participating Preferred Stock of the Corporation (the “Subject Shares”). The Selling Stockholder desires to sell and transfer to the Corporation, and the Corporation desires to redeem and acquire from the Selling Stockholder, in exchange for the consideration described in this Agreement, the Subject Shares, pursuant to the terms and subject to the conditions set forth in this Agreement. In consideration of the mutual agreements, covenants and provisions set forth below, the parties to this Agreement agree for themselves and their respective heirs, executors, administrators, successors and assigns, as follows:

Terms

ARTICLE I

THE TRANSACTION

    1.01         Redemption of the Subject Shares . On the Closing Date (defined below), pursuant to the terms and subject to the conditions contained in this Agreement, the Selling Stockholder shall sell, assign, transfer, convey and deliver to the Corporation, and the Corporation shall redeem, acquire and accept from the Selling Stockholder, all of the Selling Stockholder’s right, title and interest in and to the Subject Shares free and clear of all liens, pledges, claims, options, charges or encumbrances of any type, for the consideration specified in Section 1.02 of this Agreement, to be paid as provided in Section 1.02 of this Agreement.

    1.02         Purchase Price . The aggregate purchase price for the Subject Shares shall be six million four hundred eighty three thousand and forty six dollars ($6,483,046) (the “Purchase Price). In addition, the Corporation shall pay a transfer fee in the amount of twenty thousand dollars ($20,000) (the “Transaction Fee”) to the Selling Stockholder. The Purchase Price and the Transaction Fee shall be payable by the Corporation by wire transfer at the Closing.

    1.03         Closing Date . The closing shall be held at the offices of Holland & Knight, LLP, Suite 4100, 100 North Tampa Street, Tampa, Florida 33602 on or before December 29, 2006 (the “Closing” or the “Closing Date”). Either party (if such party is not then in breach of this Agreement) may terminate this Agreement if the Closing has not occurred by the close of business on December 29, 2006



    1.04         Documents to be Delivered by the Selling Stockholder . In addition to, and without limiting any of the provisions of this Agreement, the Selling Stockholder agrees to deliver, or cause to be delivered, to the Corporation, on the Closing Date, the following:

  (a) The original certificates representing all of the Subject Shares, duly endorsed in blank or with separate stock powers duly endorsed in blank; and

  (b) The mutual release, by and between the Selling Stockholder and the Corporation substantially in the form of Exhibit A attached to this Agreement (the “Mutual Release”) duly executed by the Selling Stockholder.

    1.05         Documents to be Delivered by the Corporation . In addition to, and without limiting any other provision of this Agreement, the Corporation agrees to deliver, or cause to be delivered, to the Selling Stockholder, on the Closing Date, the following:

  (a) The Purchase Price and the Transaction Fee in accordance with Section 1.02 hereof; and

  (b) The Mutual Release duly executed by the Corporation.

    1.06         Items to be Delivered by the Selling Stockholder and the Corporation . The Selling Stockholder and the Corporation agree to deliver such other instruments, certificates and documents as the other party or its counsel may reasonably request to carry out the transactions contemplated by this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER

        The Selling Stockholder hereby represents and warrants to the Corporation as follows:

    2.01         Organization and Qualification . The Selling Stockholder is a limited partnership duly organized and validly existing under the laws of the State of Delaware, and is duly qualified and is in good standing in the State of Delaware and in all jurisdictions in which the ownership of its property and the nature of its activities, or both, make such qualification necessary.

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    2.02         Authority to Execute and Perform the Agreement; No Breach by the Selling Stockholder . The Selling Stockholder has the full legal right, power and authority, without the consent of any other person, and has received such approvals and taken such actions as are required, to enter into, execute and deliver this Agreement and all other agreements and instruments to be executed and delivered by the Selling Stockholder in connection therewith (the “Transaction Documents”). The Transaction Documents, when duly executed and delivered by the Selling Stockholder, will be the valid and binding obligations of the Selling Stockholder enforceable in accordance with their respective terms. The execution and delivery of the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Selling Stockholder of the Transaction Documents in accordance with their respective terms will not (i) require the approval, consent or authorization of any federal, state, county, local or other governmental or regulatory body; or (ii) conflict with, result in a breach of, constitute an event of default under or require any approval, consent or authorization under any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound.

    2.03         Title to Subject Shares . The Selling Stockholder owns beneficially and of record and has the full power and authority to convey to the Corporation the Subject Shares, free and clear of any liens, pledges, claims, options, charges or encumbrances of any type. The transfer of the Subject Shares to the Corporation hereunder will pass good and marketable title to the Subject Shares from the Selling Stockholder to the Corporation free and clear of any lien, pledge, claim, option, charge, or encumbrance of any type.

    2.04         Brokers or Finders . The Selling Stockholder is not obligated, directly or indirectly, to any person for investment banking, brokerage or finders’ fees, agents’ commissions, or any similar charges, in connection with this Agreement or the transactions contemplated hereby.

    2.05         Access; Information . The Selling Stockholder was granted and had full and unrestricted access to the Corporation’s business premises, offices, properties, and business, corporate, and financial books and records, including the Corporation’s financial statements, and the Selling Stockholder was permitted to examine the foregoing, question the other officers and directors of the Corporation, and make such other investigation as the Selling Stockholder considered appropriate to determine or verify the business condition (financial or otherwise) of the Corporation and to consummate the transactions contemplated by this Agreement. The Selling Stockholder has made such further investigation and examination of the affairs of the Corporation and has obtained such information relating thereto as the Selling Stockholder deems necessary to verify the accuracy and veracity of the information furnished to it. The Selling Stockholder has carefully considered and has, to the extent it believes such discussion to be necessary, discussed with its professional legal, tax and financial advisors the suitability of the redemption provided for herein, this Agreement, and the transactions described herein, and the Selling Stockholder has determined that consummation thereof are in Selling Stockholder’s best interests. Selling Stockholder acknowledges that it is responsible for and shall pay all taxes of whatever nature, whether state, federal, income, capital gains or otherwise, that may be due on the sale of the Subject Shares to the Corporation. The Selling Stockholder is an accredited investor within the meaning of Regulation D promulgated by the U.S. Securities Exchange Commission.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

        The Corporation hereby represents and warrants to the Selling Stockholder as follows:

    3.01         Organization and Qualification . The Corporation is a corporation duly organized and validly existing under the laws of the State of Delaware, and is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership of its property and the nature of its activities, or both, make such qualification necessary.

    3.02         Authority to Execute and Perform the Agreement; No Breach by the Corporation . The Corporation has the corporate power and authority, and has received such approvals and taken such actions as are required, to enter into, execute and deliver this Agreement and the Transaction Documents to which the Corporation is a party. This Agreement and the Transaction Documents to which the Corporation is a party, when duly executed and delivered, will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and the Transaction Documents to which the Corporation is a party, nor the consummation by the Corporation of the transactions contemplated hereby and thereby, will (i) require the approval, consent or authorization of any federal, state, county, local or other governmental or regulatory body; (ii) violate any provision of the articles of incorporation or bylaws of the Corporation; or (iii) conflict with, result in a breach of, constitute an event of default under, or require any consent, authorization or approval under, any agreement or instrument to which the Corporation is a party or by which the Corporation may be bound.

    3.03         Brokers or Finders . The Corporation is not obligated, directly or indirectly, to an


 
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