Exhibit 2.1
STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT is
made on this 31 st day of March, 2004, by and between
Omtool, Ltd., a corporation organized under the laws of the state
of Delaware (the “Company”), and ASA International Ltd.
(the “Seller”).
WHEREAS, the Seller has offered and
desires to sell 175,000 shares of its Common Stock, par value $.01
per share of the Company (the “Common Stock”), owned of
record and beneficially by the Seller, (the “Shares”),
on the terms and conditions set forth below; and
WHEREAS, the Company desires to
purchase the Shares and is willing to do so on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
PURCHASE AND SALE OF THE SHARES .
1.1
Purchase of Shares . Subject to the provisions of
Section 1.4 hereof, the purchase and sale of the Shares pursuant to
this Agreement shall take place at the offices of the Company as
soon as reasonably practicable after the date hereof, which date
and time shall be mutually agreeable by the Company and Seller (the
“Closing”).
1.2
Purchase Price . At the Closing, the Company shall pay
Seller by wire transfer of immediately available funds an aggregate
amount equal to Two Million Twelve Thousand Five Hundred dollars
($2,012,500) as the purchase price for the Shares. Provided
that Seller has received the aforesaid purchase price, after the
Closing Seller shall no longer be entitled to any of the benefits
of ownership of the Stock, including voting rights relating
thereto.
1.3
Delivery of the Shares . At the Closing, the Seller
shall deliver Certificate number OMT 3275 representing 225,625
shares of the Company’s Common Stock, including the Shares
properly indorsed for transfer to the Company hereto, evidencing
the sale, transfer and assignment of the Shares to the Company.
The parties agree that upon receipt of the purchase price by
Seller, the certificate(s) representing the Shares shall be
cancelled. In connection therewith, the Seller hereby
irrevocable constitutes and appoints any officer of the Company,
and its counsel as its attorney to transfer the Shares on the
record books of the Company with full power of substitution in the
premises. Following the Closing, the Company shall promptly
cause to be delivered to the Seller a certificate, bearing
restrictive legends, representing 50,625 shares of the
Company’s Common Stock in the name of the Seller, such shares
being the number of shares represented by the certificate delivered
at Closing that are not being purchased by the Company
hereunder.
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER . Seller
represents and warrants to the Company as follows:
2.1
Ownership . Seller is the sole beneficial owner and
record holder of the Shares, free and clear of any lien, pledge,
hypothecation, restriction or encumbrance. Seller has the
full right and power to sell and transfer to the Company the Shares
and the sale of the Shares provided in this Agreement will vest in
the Company good, valid and marketable title to the
Shares.
2.2
Due Execution and Enforceability . Seller has full
power and authority to enter into and to perform this Agreement in
accordance with its terms. This Agreement and each document,
instrument or agreement executed pursuant to this Agreement by
Seller, have been duly executed and delivered by Seller, and
assuming due authorization, execution and delivery by the Company,
this Agreement and each document, instrument or agreement executed
pursuant to this Agreement by Seller constitute the legal, valid
and binding obligations of Seller, enforceable against Seller in
accordance with their terms. Consummation of the transaction
contemplated hereby will not conflict with or otherwise be in
violation or breach of any agreement or obligation t
