EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
among
IDEX CORPORATION,
the Sellers party hereto,
and
CVI LASER, LLC
Dated as of May 10, 2011
TABLE OF CONTENTS
ARTICLE I PURCHASE AND SALE
3
1.01 CALCULATION OF PURCHASE PRICE
3
1.02 PURCHASE AND SALE OF SECURITIES
3
1.03 ASSUMPTION OF CERTAIN LIABILITIES
3
1.04 THE CLOSING; PAYMENT FOR UNITS, INDEBTEDNESS AND COMPANY TRANSACTION
EXPENSES; TAX BENEFITS
3
1.05 FINAL CASH ON HAND, NET WORKING CAPITAL AND INDEBTEDNESS CALCULATIONS
4
1.06 ESCROW AMOUNT
5
ARTICLE II CONDITIONS TO CLOSING; DELIVERIES
6
2.01 CONDITIONS TO EACH PARTY'S OBLIGATION
6
2.02 CONDITIONS TO BUYER'S OBLIGATIONS
6
2.03 CONDITIONS TO SELLERS' AND THE COMPANY'S OBLIGATIONS
6
2.04 DELIVERIES
7
ARTICLE III REPRESENTATIONS AND WARRANTIES OF EACH SELLER
7
3.01 AUTHORITY
7
3.02 EXECUTION AND DELIVERY; VALID AND BINDING AGREEMENT
7
3.03 OWNERSHIP OF THE UNITS
8
3.04 NO CONFLICT OR VIOLATION
8
3.05 LITIGATION
8
3.06 BROKERAGE
8
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
8
4.01 ORGANIZATION AND ORGANIZATIONAL POWER
8
4.02 SUBSIDIARIES
8
4.03 AUTHORIZATION; VALID AND BINDING AGREEMENT; NO BREACH; CONSENTS
8
4.04 CAPITALIZATION AND RELATED MATTERS
9
4.05 FINANCIAL STATEMENTS
9
4.06 ABSENCE OF CERTAIN DEVELOPMENTS
10
4.07 TITLE TO PROPERTIES; TANGIBLE ASSETS
11
4.08 TAX MATTERS
12
4.09 CONTRACTS AND COMMITMENTS
12
4.10 INTELLECTUAL PROPERTY
13
4.11 LITIGATION
14
4.12 EMPLOYEE BENEFIT PLANS
14
4.13 INSURANCE
15
4.14 COMPLIANCE WITH LAWS, EXPORT CONTROLS, IMPORT LAWS, FOREIGN CORRUPT
PRACTICES ACT, AND OTHER APPLICABLE ANTI-BRIBERY/ANTI-CORRUPTION LAWS
15
4.15 ENVIRONMENTAL MATTERS
16
4.16 AFFILIATED TRANSACTIONS
16
4.17 EMPLOYEES
17
4.18 BROKERAGE
17
4.19 GOVERNMENTAL LICENSES AND PERMITS
17
4.20 CUSTOMERS AND SUPPLIERS
17
4.21 ACCOUNTS RECEIVABLE
18
4.22 INVENTORY
18
4.23 PRODUCT WARRANTY
18
4.24 NO OTHER REPRESENTATIONS
18
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER
18
5.01 ORGANIZATION AND AUTHORITY
18
5.02 AUTHORIZATION; VALID AND BINDING AGREEMENT
18
5.03 NO BREACH
18
5.04 LITIGATION
19
5.05 INVESTMENT
19
5.06 BROKERAGE
19
5.07 KNOWLEDGE OF BUYER
19
5.08 NO OTHER REPRESENTATIONS
19
ARTICLE VI PRE-CLOSING COVENANTS
19
6.01 CONDUCT OF BUSINESS
19
6.02 ACCESS TO BOOKS AND RECORDS
19
6.03 CONSENTS
20
6.04 EXCLUSIVITY
20
6.05 DATA ROOM MATERIALS
20
6.06 UPDATES TO SCHEDULE 4.04
20
6.07 REMAINING DUE DILIGENCE
20
ARTICLE VII ADDITIONAL COVENANTS
20
7.01 ACCESS TO BOOKS AND RECORDS
20
7.02 DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION
21
7.03 REGULATORY FILINGS
21
7.04 CONDITIONS
22
i
7.05 CONTACT WITH CUSTOMERS AND SUPPLIERS
22
7.06 EMPLOYEE BENEFITS
22
7.07 PAYMENT OF DIVIDEND
23
7.08 CONFIDENTIALITY
23
7.09 USE OF CORPORATE NAME OR TRADE NAME
23
ARTICLE VIII TERMINATION
24
8.01 TERMINATION
24
8.02 EFFECT OF TERMINATION
24
ARTICLE IX INDEMNIFICATION
24
9.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
24
9.02 INDEMNIFICATION FOR THE BENEFIT OF BUYER
24
9.03 INDEMNIFICATION FOR THE BENEFIT OF THE SELLERS
25
9.04 SPECIAL RULE FOR FRAUD
26
9.05 MANNER OF PAYMENT
26
9.06 DEFENSE OF THIRD-PARTY CLAIMS
26
9.07 DETERMINATION OF LOSS AMOUNT
27
9.08 TERMINATION OF INDEMNIFICATION
27
9.09 LIMITATION ON RECOURSE
27
9.10 CHARACTERIZATION