Exhibit 10.1
STOCK PURCHASE AGREEMENT
DATED AS OF
August 2, 2006
BY AND AMONG
PACE HEALTH MANAGEMENT SYSTEMS, INC.,
CONMED, INC.,
AND
THE COMPANY STOCKHOLDERS SET FORTH HEREIN
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1
ARTICLE II
THE SALE
1
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY STOCKHOLDERS AND THE COMPANY
5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
23
ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
26
ARTICLE VI
ADDITIONAL AGREEMENTS
30
ARTICLE VII
CONDITIONS TO THE SALE
35
ARTICLE VIII
SURVIVAL, INDEMNIFICATION, NON-INTERVENTION AND NON-COMPETITION; TERMINATION
39
ARTICLE IX
GENERAL PROVISIONS
42
SCHEDULE I
COMPANY STOCKHOLDERS
i
SCHEDULE II
DEFINED TERMS
ii
COMPANY DISCLOSURE SCHEDULES
v
PURCHASE DISCLOSURE SCHEDULES
vi
EXHIBIT A
FORM OF HOLDBACK AGREEMENT
vii
EXHIBIT B
FORM OF VOTING AND LOCK-UP AGREEMENT
viii
EXHIBIT C(1)
FORM OF EMPLOYMENT AGREEMENT BETWEEN PURCHASER AND HOWARD HAFT
ix
EXHIBIT C(2)
FORM OF EMPLOYMENT AGREEMENT BETWEEN PURCHASER AND RONALD GRUBMAN
x
EXHIBIT C(3)
FORM OF EMPLOYMENT AGREEMENT BETWEEN PURCHASER AND RICHARD OLSON
xi
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated August 2, 2006 by and
among Pace Health Management Systems, Inc., an Iowa corporation ("Purchaser"),
ConMed, Inc., a Maryland corporation ("Company") and the stockholders identified
on Schedule I attached hereto (each a "Stockholder" or "Company Stockholder" and
collectively, the "Company Stockholders"). The Purchaser, the Company and each
of the Company Stockholders are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company Stockholders collectively own 100% of the issued and
outstanding capital stock of the Company (the "Company Stock");
WHEREAS, the Company Stockholders wish to sell, and the Purchaser wishes to buy,
all of the Company Stock (the "Sale"); and
WHEREAS, the Company Stockholders, the Company and the Purchaser desire to make
certain representations, warranties, covenants and other agreements in
connection with the Sale.
NOW, THEREFORE, in consideration of the covenants and representations set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by all Parties, the Parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Defined Terms. Certain capitalized terms used in this
Agreement are defined in Schedule II hereto. Other capitalized terms are defined
elsewhere herein.
ARTICLE II
THE SALE
Section 2.1
The Sale. Subject to and in accordance with the terms and
conditions set forth in this Agreement, at the Closing (as hereinafter defined)
the Company Stockholders shall sell, and the Purchaser shall buy, all of the
Company Stock.
Section 2.2
Closing.
(a)
The Closing. The parties shall endeavor to effect the closing of
the Sale and the other transactions contemplated hereby (the "Closing") with a
view towards closing on or before October 31, 2006, or at such other time as the
Parties hereto agree (the "Closing Date"). The Closing shall take place at the
offices of Ellenoff Grossman & Schole LLP located at 370 Lexington Avenue, New
York, New York unless otherwise agreed by the Parties. Purchaser shall pay to
the