Exhibit 2.2
Stock Purchase Agreement
This Stock Purchase Agreement dated May 9, 1995 is entered
into by Thermo Instrument Systems Inc., a Delaware corporation
(the "Seller"), and Thermo Process Systems Inc., a Delaware
corporation (the "Buyer").
WHEREAS, Seller owns 100% of the issued and outstanding
shares (the "Shares") of the capital stock of each of Eberline
Analytical Corporation, Skinner & Sherman, Inc., TMA/NORCAL Inc.,
Normandeau Associates Inc., Bettigole Andrews & Clark Inc.,
Fellows, Read & Associates Inc., and Thermo Consulting Engineers
Inc. (collectively, the "Corporations"); and
WHEREAS, Buyer wishes to purchase, and Seller wishes to
sell, the Shares, upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the promises set forth
below and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and
Buyer hereby agree as follows:
1. Delivery of Outstanding Shares. At the Closing (as
defined in Section 3 hereof), and subject to the terms and
conditions contained in this Agreement, Seller shall transfer to
Buyer and Buyer shall acquire from Seller, all right, title and
interest in and to the Shares, free and clear of all liens,
encumbrances, charges, equities or restrictions.
2. Purchase Price. In exchange for the Shares, and
subject to the terms and conditions contained in this Agreement,
Buyer shall pay to Seller at the Closing $34,267,000 in cash (the
"Purchase Price").
3. Time and Place of Closing. The closing of the
transactions contemplated by this Agreement (the "Closing") shall
take place immediately upon the execution of this Agreement by
the parties hereto or at such other time and place as the parties
may agree.
4. Closing Deliveries. At the Closing, in addition to the
taking of such other action as may be provided in this Agreement,
(i) Seller shall deliver certificates for the Shares to Buyer,
duly endorsed by Seller or accompanied by duly executed stock
powers, (ii) Buyer shall deliver the Purchase Price to Seller,
and (iii) Seller and Buyer shall each deliver such closing
certificates, documents and opinions of counsel, if any, as may
be requested the other.
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5. Representations and Warranties of Seller. Seller
represents and warrants to Buyer that, as of the Closing Date:
(a) Organization and Qualification. Seller is a
corporation validly existing and in good standing under the laws
of the State of Delaware.
(b) Authority. The execution and delivery of this
Agreement, and the consummation of the transactions contemplated
hereby to be performed by Seller, have been duly and validly
authorized by all necessary corporate action on the part of
Seller. This Agreement constitutes the valid and binding
obligation of Seller enforceable against Seller in accordance
with the terms hereof.
(c) Ownership of Shares; Authority to Transfer. The
Shares are not encumbered and are freely transferable by Seller.
Seller holds good and marketable title to the Shares to be
transferred to Buyer hereunder and no third party is entitled to
claim any right thereto or make any claim thereon. The transfer
of the Shares to Buyer pursuant to this Agreement will vest in
Buyer title to the Shares, free and clear of all liens, claims,
equities, options, calls, voting trusts, agreements, commitments
and encumbrances whatsoever.
(d) SELLER DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO THE CORPORATIONS OR THEIR RESPECTIVE BUSINESSES,
ASSETS AND/OR LIABILITIES. THE TRANSFER OF THE SHARES TO BUYER
IS MADE "AS IS" AND ALL WARRANTIES OF CONDITION,
MERCHANTABILITY, QUALITY OR FITNESS FOR USE, OR ANY OTHER
WARRANTY, EXPRESSED OR IMPLIED, WITH THE EXCEPTION OF WARRANTIES
OF TITLE SET FORTH HEREIN ARE HEREBY DISCLAIMED.
6. Representations and Warranties of Buyer. Buyer
represents and warrants to Seller that, as of the Closing Date:
(a) Organization and Qualification. Buyer is a
corporation validly existing and in good standing under the laws
of the State of Delaware.
(b) Authority. The execution and delivery of this
Agreement, and the consummation of the transactions contemplated
hereby to be performed by Buyer, have been duly and validly
authorized by all necessary corporate action on the part of
Buyer. This Agreement constitutes the valid and binding
obligation of Buyer enforceable against Buyer in accordance with
the terms hereof.
7. Further Assurances. From time to time and at any time
after the Closing, and without further expense to the requesting
party, each party will execute and furnish to the requesting
party all documents and will do or cause to be done all other
things that the requesting party may reasonably request in order
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to give full effect to this Agreement and to effectuate the
intent of the parties.
8. Confidentiality of Information. Seller agrees that (a)
it has obtained confidential and proprietary information about
the Corporations, including, but not limited to, the
Corporations' business plans strategies, customer lists, and
financial and statistical information and (b) it will not
disclose, directly or indirectly, such information or use it for
any purpose other than for Buyer's benefit.
9. Successors and Assigns. Each and every provision
hereof shall be binding upon and shall inure to the benefit of
the parties and their respective successors and assigns.
10. Entire Agreement. This Agreement constitutes the full
and complete agreement of the parties hereto with respect to the
subject matter hereof.
11. Captions. Titles or captions of sections contained in
this Agreement are inserted only as a matter of convenience and
for reference, and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision
hereof.
13. Counterparts. This Agreement may be executed in
counterparts, all of which together shall for all purposes
constitute one Agreement, binding on the parties hereto
notwithstanding that such parties have not signed the same
counterpart.
14. Applicable Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and
interpreted, construed and enforced in accordance with the laws
of the Commonwealth of Massachusetts.
15. Creditors. None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditor of any
party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement
on May 9, 1995.
SELLER: BUYER:
THERMO INSTRUMENT SYSTEMS INC. THERMO PROCESS SYSTEMS INC.
By: Arvin H. Smith By: John P. Appleton
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Arvin H. Smith John P. Appleton
President President
AA951430011