Share Purchase Agreement
Category: 270 Legal Recent Posts, Purchase Agreement, Stock
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is made as of November 27, 2007 by and among eResearchTechnology, Inc., a Delaware corporation (the “Acquirer”), Covance Central Laboratory Services Limited Partnership, an Indiana limited partnership (the “Shareholder”), Covance Cardiac Safety Services Inc., a Pennsylvania corporation (the “Company”), and Covance Inc., a Delaware corporation (the “Parent”). Each of the Acquirer, the Company, the Shareholder and the Parent is sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
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ARTICLE 2
THE TRANSACTION
2.1 Sale and Purchase of Shares. Subject to the terms and conditions set forth herein, at the Closing, the Shareholder shall sell, transfer, assign and deliver to the Acquirer, and the Acquirer shall purchase and acquire from the Shareholder, free and clear of all Liens, 4,925,805.46 shares of Common Stock of the Company, par value $0.01 (the “Target Shares”), which shall represent all of the issued and outstanding capital stock of the Company, together with all rights now or hereafter attaching thereto, for the consideration set forth in Section 2.2.
2.2 Purchase Price. In consideration of the sale and transfer of the Target Shares pursuant to Section 2.1, the Acquirer shall pay to the Shareholder and, where appropriate, the Parent the aggregate purchase price therefor, consisting of (a) Thirty-Five Million Two Hundred Thousand Dollars ($35,200,000) (the “Closing Payment”), plus (b) the Earnout, plus or minus (c) any Purchase Price Adjustment plus (d) any aggregate Additional Backlog Payments (collectively, the “Purchase Price”).
2.3 Closing Time and Place. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 1:00 p.m., local time, on a date to be specified by the Parties, which shall be no later than five (5) business days after satisfaction or waiver of all of the conditions set forth in Article 7 (the “Closing Date”), at the offices of Duane Morris LLP, 30 South 17th Street, Philadelphia, Pennsylvania, 19103, unless another time, date or place is agreed to by the Parties hereto.
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