Stereotaxis
    Print Page  Close Window
S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
Entire Document
 << Previous Page | Next Page >>
<PAGE>

         B.       Stereotaxis shall have the right in its discretion and at its
                  option upon the occurrence of any one or more of the following
                  events, to terminate this Agreement by giving notice of such
                  termination to Distributor, the same to become effective upon
                  the giving of such notice or, if so stated in such notice,
                  upon the termination date specified therein:

                  1.       If the Distributor breaches or fails to perform any
                           term or provision hereof, or covenant or obligation
                           herein, or to pay promptly when due any sum owed to
                           Stereotaxis under this Agreement or otherwise and
                           fails to cure it breach or failure to perform within
                           thirty (30) days from reception of written notice
                           from Stereotaxis;

                  2.       If the Distributor is declared insolvent (however
                           defined or evidenced) or commits an act of bankruptcy
                           or assignment for the benefit of creditors or
                           appoints a committee of creditors or makes or sends
                           notice of an intended bulk transfer or if there shall
                           be convened a meeting of the creditors or principal
                           creditors of Distributor;

                  3.       If any petition or application to any court or
                           tribunal, at law or in equity, by or against
                           Distributor, is made for the appointment of a
                           custodian, receiver or trustee for Distributor or for
                           any substantial portion of the property or assets of
                           Distributor;

                  4.       If Distributor shall cease to function as a going
                           concern or if the usual business of Distributor shall
                           be terminated or suspended; or

                  5.       If any representation or warranty or any other
                           statement of fact made to Stereotaxis at any time,
                           whether in writing or orally, by or on behalf of
                           Distributor pursuant to or in connection with this
                           Agreement or otherwise, shall have been false or
                           misleading in any material respect when made.

         C.       Upon the giving of such notice of termination, Stereotaxis
                  may, at its option, with or without further notice to or
                  demand upon Distributor, declare all obligations of
                  Distributor to Stereotaxis under this Agreement or otherwise,
                  immediately due and payable.

         D.       This Agreement (except those covenants, terms and provisions
                  that are intended to survive termination) may be terminated at
                  any time by either Party hereto, in the event there is a
                  Change in Control of either Party, said termination to be
                  effective immediately. "Change in Control" shall be defined
                  as: (i) any merger or other business combination involving
                  either Party after which the former stockholders of such Party
                  own less than two-thirds of the outstanding stock of the
                  surviving company; (ii) any sale of all or substantially all
                  of the assets of either Party, or any similar transaction; or
                  (iii) any transaction or series of related transactions by a
                  Party in which in excess of 50% of the voting securities of
                  such Party are transferred; but will exclude effects on
                  ownership occurring pursuant to a public offering of
                  securities by a Party.

                                       11

 << Previous Page | Next Page >>