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Exhibit 2.1
TRANSFER AGREEMENT
Transfer Agreement pursuant to Section 351 of the Internal Revenue Code
of 1986, as amended (the "Code"), dated March 15, 1999, among Vauxhall LLC, a
Nevada limited liability company ("Vauxhall"), Global Discount Travel Services
LLC, a Nevada limited liability company ("Global Discount"), Global Travel
Marketing Services, Inc., a Nevada corporation ("Global Marketing") and
Xxxxxxxxxx.xxx, Inc., a Delaware corporation ("Xxxxxxxxxx.xxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxx.xxx intends to file a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to which Xxxxxxxxxx.xxx intends to sell to the
public shares of its common stock, par value $.01 per share ("Common Stock");
and
WHEREAS, prior to the closing of the IPO, Vauxhall will own
all of the outstanding membership interests in Global Discount (the "Global
Discount Interest"); and
WHEREAS, prior to the closing of the IPO, Vauxhall will own
all of the outstanding capital stock of Global Marketing (the "Global Marketing
Interest", together with the Global Discount Interest, the "Global Interests");
and
WHEREAS, Xxxxxxxxxx.xxx desires to acquire from Vauxhall the
Global Interests, and Vauxhall desires to transfer the Global Interests to
Xxxxxxxxxx.xxx in exchange for shares of Common Stock, in a tax-free transfer
under Section 351 of the Internal Revenue Code, and in accordance with and
subject to all of the terms and conditions of this Agreement; and
WHEREAS, in connection with the transfer described above,
Global Discount and Xxxxxxxxxx.xxx desire to have the Global Options (as
hereinafter defined) converted into options to purchase shares of Common Stock
of Xxxxxxxxxx.xxx.
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties hereto, desiring to be legally bound, hereby agree as
follows:
1. The Purchase and Sale. Subject to the terms and conditions set
forth herein, at the Closing (as hereinafter defined), Vauxhall will sell and
Xxxxxxxxxx.xxx will purchase the Global Interests, in full consideration for
which, at the Closing, Xxxxxxxxxx.xxx shall issue to Vauxhall 28,599,900 shares
of Common Stock (the "Vauxhall Shares").
2. The Closing.
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(a) The closing of the transactions described herein (the
"Closing") shall take place at the offices of Xxxxxx Xxxxxx Butowsky Xxxxxxx
Shalov & Xxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 simultaneously
with the effectiveness of the Registration Statement (as defined below) of its
Common Stock. At the Closing: (i) Vauxhall shall deliver to Xxxxxxxxxx.xxx a
duly executed instruments of transfer transferring the Global Interests to
Xxxxxxxxxx.xxx, accompanied by applicable transfer taxes, if any and (ii)
Xxxxxxxxxx.xxx shall deliver to Vauxhall certificates representing the Vauxhall
Stock, registered in Vauxhall's name.
(b) For purposes of this Agreement "IPO" shall mean the initial
public offering by Xxxxxxxxxx.xxx of its Common Stock pursuant to the
Registration Statement. The effectiveness of the Registration Statement shall be
deemed to be the day and time at which the SEC declares the Registration
Statement effective.
3. Representations and Warranties Of Vauxhall. Vauxhall hereby
represents and warrants to Xxxxxxxxxx.xxx as follows:
(a) Organization. Vauxhall is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Nevada with all requisite power to enable it to own, lease and operate its
assets and properties and to conduct its business as currently conducted.
(b) Authority. Vauxhall has all requisite power and authority
to execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of the members of
Vauxhall. This Agreement has been duly executed and delivered by Vauxhall and
constitutes the legal, valid and binding obligation of Vauxhall.
(c) Prohibitions. Neither the execution and delivery
of this Agreement, the performance by Vauxhall of its obligations hereunder, nor
the consummation of the transactions contemplated hereby will: (i) with or
without the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the termination
or the acceleration of the maturity of, any debt, contract, agreement or
obligation of Vauxhall or require the payment of any prepayment or other
penalty; (ii) require notice to or the consent of any party to any agreement or
commitment, including, without limitation, any lease, license, franchise
agreement or any other agreement (including a right of first refusal or any
similar right), to which Vauxhall is a party, or by which Vauxhall's properties
are bound or subject or permit any such party to renegotiate, modify or
otherwise change any such agreement or commitment; (iii) result in the creation
or imposition of any security interest, lien or other encumbrance upon any
property or assets of Vauxhall under any agreement or commitment to which
Vauxhall is a party, or by which Vauxhall's properties are bound or subject;
(iv) violate any statute or law or any judgment, decree, order, regulation or
rule of any court or governmental authority to which Vauxhall or any of
Vauxhall's properties are bound or subject; or (v) violate Vauxhall's
organizational documents.
(d) Consents and Approvals of Governmental Authorities. No
consent,
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approval or authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required to be made or obtained by
Vauxhall in connection with the execution or delivery by it of this Agreement,
the performance of its obligations hereunder or the consummation by it of the
transactions contemplated hereby.
(e) Ownership. Immediately prior to the closing of the IPO,
Vauxhall will be the owner, beneficially and of record, of the Global Interest
and there will exist no Encumbrance (as hereinafter defined) of any kind with
respect to the Global Interest. Vauxhall is not a party to any stockholders
agreement, voting trust or other voting or similar agreement with respect to the
Global Interest. For purposes of this Agreement, the term "Encumbrances" means
all mortgages, deeds of trust, claims, security interests, liens, pledges,
leases, subleases, charges, escrows, proxies, rights of occupancy, rights of
first refusal, preemptive rights, covenants, conditional limitations,
hypothecations, prior assignments, easements, title retention agreements,
indentures, security agreements or any other encumbrances of any kind.
(f) Investment Intent. Vauxhall is acquiring the
Vauxhall Shares solely for the purpose of investment for its own account and not
with a view to, or for sale in connection with, the "distribution," as such term
is used in Section 2(11) of the Securities Act, of any of the Vauxhall Shares in
violation of the 1933 Act or any applicable state securities laws. Vauxhall
understands that the Vauxhall Shares have not been registered under the 1933 Act
or any applicable state securities laws and that it will not be legally entitled
to offer for sale, sell, or otherwise transfer any of the Vauxhall Shares unless
they have been registered under the 1933 Act and applicable state securities
laws or unless an exemption from registration is available for such offer, sale,
or other transfer under the 1933 Act and applicable state securities laws.
Vauxhall has the financial capability and business acumen to evaluate whether or
not to acquire the Vauxhall Shares pursuant to this Agreement. All certificates
representing the Vauxhall Shares to be issued pursuant to this Agreement shall
bear a legend on the face thereof to the following effect:
The shares evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended. No
transfer, sale or other disposition of these shares may be
made unless they are registered thereunder or unless an
exemption from registration is available.
4. Representations and Warranties of Global Discount. Global
represents and warrants to Xxxxxxxxxx.xxx as follows:
(a) Organization. Global Discount is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Nevada with all requisite power to enable it to own,
lease and operate its assets and properties and to conduct its business as
currently conducted.
(b) Authority. Global Discount has all requisite
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the
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consummation of the transactions contemplated hereby have been duly authorized
by all requisite action on the part of the members of Global Discount. This
Agreement has been duly executed and delivered by Global Discount and
constitutes the legal, valid and binding obligation of Global Discount.
(c) Prohibitions. Neither the execution and delivery of this
Agreement, the performance by Global Discount of its obligations hereunder, nor
the consummation of the transactions contemplated hereby will: (i) with or
without the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the termination
or the acceleration of the maturity of, any debt, contract, agreement or
obligation of Global Discount or require the payment of any prepayment or other
penalty; (ii) require notice to or the consent of any party to any agreement or
commitment, including, without limitation, any lease, license, franchise
agreement or any other agreement (including a right of first refusal or any
similar right), to which Global Discount is a party, or by which Global
Discount's properties are bound or subject or permit any such party to
renegotiate, modify or otherwise change any such agreement or commitment; (iii)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Global Discount under any agreement
or commitment to which Global Discount is a party, or by which Global Discount's
properties are bound or subject; (iv) violate any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental
authority to which Global Discount or any of Global Discount's properties are
bound or subject; or (v) violate Global Discount's organizational documents.
(d) Consents and Approvals of Governmental
Authorities. No consent, approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is required to be
made or obtained by Global Discount in connection with the execution or delivery
by it of this Agreement, the performance of its obligations hereunder or the
consummation by it of the transactions contemplated hereby.
(e) Capitalization. The Global Discount Interest is
the only authorized, issued and outstanding equity interest of Global Discount.
The Global Discount Interest is validly issued, fully paid and non-assessable,
and not subject to preemptive rights. Other than the Global Discount Options (as
hereinafter defined), there are no outstanding options, warrants, calls or other
rights to subscribe for, purchase or acquire, or any plans, contracts or
commitments providing for the issuance of, or granting of rights to acquire, any
equity interests in Global Discount.
5. Representations and Warranties of Global Marketing. Global
Marketing represents and warrants to Xxxxxxxxxx.xxx as follows:
(a) Organization. Global Marketing is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada with all requisite power to enable it to own, lease and operate
its assets and properties and to conduct its business as currently conducted.
(b) Authority. Global Marketing has all requisite
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the
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transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of the shareholders of Global
Marketing. This Agreement has been duly executed and delivered by Global
Marketing and constitutes the legal, valid and binding obligation of Global
Marketing.
(c) Prohibitions. Neither the execution and delivery
of this Agreement, the performance by Global Marketing of its obligations
hereunder, nor the consummation of the transactions contemplated hereby will:
(i) with or without the giving of notice or the passage of time, or both,
violate, or be in conflict with, or constitute a default under, or cause or
permit the termination or the acceleration of the maturity of, any debt,
contract, agreement or obligation of Global Marketing or require the payment of
any prepayment or other penalty; (ii) require notice to or the consent of any
party to any agreement or commitment, including, without limitation, any lease,
license, franchise agreement or any other agreement (including a right of first
refusal or any similar right), to which Global Marketing is a party, or by which
Global Marketing's properties are bound or subject or permit any such party to
renegotiate, modify or otherwise change any such agreement or commitment; (iii)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Global Marketing under any agreement
or commitment to which Global Marketing is a party, or by which Global
Marketing's properties are bound or subject; (iv) violate any statute or law or
any judgment, decree, order, regulation or rule of any court or governmental
authority to which Global Marketing or any of Global Marketing's properties are
bound or subject; or (v) violate Global Marketing's organizational documents.
(d) Consents and Approvals of Governmental
Authorities. No consent, approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is required to be
made or obtained by Global Marketing in connection with the execution or
delivery by it of this Agreement, the performance of its obligations hereunder
or the consummation by it of the transactions contemplated hereby.
(e) Capitalization. The Global Marketing Interest is
the only authorized, issued and outstanding equity interest of Global Marketing.
The Global Marketing Interest is validly issued, fully paid and non-assessable,
and not subject to preemptive rights. Other than the Global Marketing Options
(as hereinafter defined), there are no outstanding options, warrants, calls or
other rights to subscribe for, purchase or acquire, or any plans, contracts or
commitments providing for the issuance of, or granting of rights to acquire, any
equity interests in Global Marketing.
6. Representations and Warranties of Xxxxxxxxxx.xxx.
Xxxxxxxxxx.xxx represents and warrants to Vauxhall as follows:
(a) Organization. Xxxxxxxxxx.xxx is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware with all requisite power to enable it to own, lease and operate its
assets and properties and to conduct its business as currently conducted.
(b) Authority. Xxxxxxxxxx.xxx has all requisite corporate
power and
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authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of Xxxxxxxxxx.xxx. This Agreement has been duly executed and
delivered by Xxxxxxxxxx.xxx and constitutes the legal, valid and binding
obligation of Xxxxxxxxxx.xxx.
(c) Prohibitions. Neither the execution and delivery of this
Agreement, the performance by Xxxxxxxxxx.xxx of its obligations hereunder, nor
the consummation of the transactions contemplated hereby will: (i) with or
without the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the termination
or the acceleration of the maturity of, any debt, contract, agreement or
obligation of Xxxxxxxxxx.xxx or require the payment of any prepayment or other
penalty; (ii) require notice to or the consent of any party to any agreement or
commitment, including, without limitation, any lease, license, franchise
agreement or any other agreement (including a right of first refusal or any
similar right), to which Xxxxxxxxxx.xxx is a party, or by which Xxxxxxxxxx.xxx's
properties are bound or subject or permit any such party to renegotiate, modify
or otherwise change any such agreement or commitment; (iii) result in the
creation or imposition of any security interest, lien or other encumbrance upon
any property or assets of Xxxxxxxxxx.xxx under any agreement or commitment to
which Xxxxxxxxxx.xxx is a party, or by which Xxxxxxxxxx.xxx's properties are
bound or subject; (iv) violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority to which
Xxxxxxxxxx.xxx or any of Xxxxxxxxxx.xxx's properties are bound or subject; or
(v) violate Xxxxxxxxxx.xxx's certificate of incorporation or by-laws.
(d) Consents and Approvals of Governmental
Authorities. No consent, approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is required to be
made or obtained by Xxxxxxxxxx.xxx in connection with the execution or delivery
by it of this Agreement, the performance of its obligations hereunder or the
consummation by it of the transactions contemplated hereby.
(e) Ownership. At the Closing, the authorized capital
stock of Xxxxxxxxxx.xxx will consist of 75,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"). There are 100 shares of Common Stock issued and outstanding and no
shares of Preferred Stock be issued or outstanding. All outstanding shares of
Common Stock are, and the Vauxhall Shares to be issued pursuant to this
Agreement will be, validly issued, fully paid and non-assessable, and not
subject to preemptive rights. There is no stockholders agreement, voting trust
or other voting or similar agreement with respect to the Common Stock. There are
no outstanding options, warrants, calls or other rights to subscribe for,
purchase or acquire, or any plans, contracts or commitments providing for the
issuance of, or granting of rights to acquire, any equity interests in
Xxxxxxxxxx.xxx. There are no shares of Common Stock held in the treasury of
Xxxxxxxxxx.xxx.
(f) Investment Intent. Xxxxxxxxxx.xxx is acquiring
the Global Interests solely for the purpose of investment for its own account
and not with a view to, or for sale in connection with, the "distribution," as
such term is used in Section 2(11) of the Securities Act, of
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any portion of the Global Interests in violation of the 1933 Act or any
applicable state securities laws. Xxxxxxxxxx.xxx understands that the Global
Interests have not been registered under the 1933 Act or any applicable state
securities laws and that it will not be legally entitled to offer for sale,
sell, or otherwise transfer any portion of the Global Interests unless it has
been registered under the 1933 Act and applicable state securities laws or
unless an exemption from registration is available for such offer, sale, or
other transfer under the 1933 Act and applicable state securities laws.
Xxxxxxxxxx.xxx has the financial capability and business acumen to evaluate
whether or not to acquire the Global Interests pursuant to this Agreement. All
certificates representing the Global Marketing Interest to be issued pursuant to
this Agreement shall bear a legend on the face thereof to the following effect:
The shares evidenced by this certificate has not been
registered under the Securities Act of 1933, as amended. No
transfer, sale or other disposition of these shares may be
made unless it is registered thereunder or unless an exemption
from registration is available.
7. Additional Agreements.
(a) Stock Options. At the Closing, each existing
option to purchase a membership interest in Global Discount (the "Global
Options"), whether vested or unvested, shall be assumed by Xxxxxxxxxx.xxx. After
the Closing, each Global Option shall automatically be deemed to constitute an
option to acquire, on the same terms and conditions as were applicable under
such Global Option, an equal percentage of the shares of Common Stock
(collectively, the "Xxxxxxxxxx.xxx Stock Options"). To the extent possible, such
options will be issued under the Xxxxxxxxxx.xxx 1999 Stock Option Plan.
At the Closing, Xxxxxxxxxx.xxx shall deliver to each
holder of a Global Option a stock option agreement setting forth such holder's
rights to acquire Common Stock.
All Global Options outstanding immediately prior to
the Closing shall no longer be outstanding and shall automatically be canceled
and retired and shall cease to exist, and each holder of a Global Option shall
cease to have any rights with respect thereto, except the right to receive the
Xxxxxxxxxx.xxx Stock Options to be issued in consideration therefor. Set forth
on EXHIBIT A hereto is a list of all Global Options outstanding as of the date
hereof.
(b) Registration Rights. At the Closing,
Xxxxxxxxxx.xxx and Vauxhall shall execute and deliver a registration rights
agreement (the "Registration Rights Agreement"), in form and substance
acceptable to Vauxhall, pursuant to which Xxxxxxxxxx.xxx shall grant certain
registration rights to Vauxhall with respect to the Vauxhall Shares.
(c) Amended and Restated Articles of Organization. At
the Closing, Vauxhall shall execute and deliver Amended and Restated Articles of
Organization of Global Discount, in the form attached hereto as EXHIBIT B,
pursuant to which, upon filing with the Secretary of State of the State of
Nevada, Xxxxxxxxxx.xxx shall become the sole member of Global Discount.
(d) Further Instruments. At any time and from time to
time after the
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Closing, Vauxhall and Xxxxxxxxxx.xxx, as the case may be, at the request of the
other and without further consideration, will execute and deliver such other
instruments of sale, transfer, assignment and confirmation and take such action
to the other, in form and substance reasonably satisfactory to the other, as may
be reasonably necessary or desirable to carry out or implement any provision of
this Agreement.
8. Conditions Precedent to Xxxxxxxxxx.xxx's Obligations. All
obligations of Xxxxxxxxxx.xxx under this Agreement are subject, at
Xxxxxxxxxx.xxx's option, to the fulfillment, prior to or at the Closing, of the
following condition:
(a) The Registration Statement shall have become effective
under the Securities Act.
9. Conditions Precedent to Vauxhall's Obligations. All
obligations of Vauxhall under this Agreement are subject, at Vauxhall's option,
to the fulfillment, prior to or at the Closing, of the following condition:
(a) The Registration Statement shall have become effective
under the Securities Act.
10. Indemnification of Vauxhall. Xxxxxxxxxx.xxx shall indemnify,
defend and hold harmless Vauxhall its members, employees and agents from and
against all losses, fines, civil penalties, judgments, claims, damages or
expenses (including reasonable attorneys' fees) of every kind payable by any of
them relating to (i) any claim against Vauxhall arising out of the IPO (unless
such claim arises due to a material misrepresentation or breach of any of the
representations, warranties, covenants or agreements of Vauxhall); and (ii) the
breach by Xxxxxxxxxx.xxx of any representation or warranty, covenant or
agreement made by Xxxxxxxxxx.xxx contained in this Agreement.
11. Termination. (a) This Agreement may be terminated at any time
prior to the Closing:
(i) upon the mutual written consent of the parties hereto;
(ii) by Xxxxxxxxxx.xxx upon notice to Vauxhall, if all of the
conditions described in Paragraph 8 hereof have not been fulfilled by Vauxhall
or waived by Xxxxxxxxxx.xxx at the Closing;
(iii) by Vauxhall upon notice to Xxxxxxxxxx.xxx, if all of the
conditions described in Paragraph 9 hereof have not been fulfilled by
Xxxxxxxxxx.xxx or waived by Vauxhall at the Closing; and
(iv) at the option of either Xxxxxxxxxx.xxx or Vauxhall, if
the Closing does not occur before August 1, 1999.
(b) In the event of a termination of this Agreement, this
Agreement shall
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forthwith become void and there shall be no liability on the part of a party
hereto or their respective directors or officers.
12. Miscellaneous Provisions.
(a) Expenses. The parties shall each pay their own expenses in
connection with the negotiation, preparation and carrying out of this Agreement,
and the consummation of the transactions contemplated hereby.
(b) Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under, or by
reason of, this Agreement on any person or entity other than the parties hereto
and their executors, administrators, personal representatives, successors and
permitted assigns.
(c) Amendment and Modification. This Agreement may be amended,
modified, supplemented or terminated and any of the terms, covenants,
representations and warranties or conditions hereof may be waived only by a
written instrument duly executed by the parties hereto, or in the case of a
waiver, by the party waiving compliance.
(d) Notices. All notices, requests, demands and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
in person, or transmitted by telecopy or telex, or upon receipt after dispatch
by certified or registered first class mail, postage prepaid, return receipt
requested, to the party to whom the same is so given or made, at the following
addresses or telecopy or telex numbers (or such others as shall be provided in
writing hereinafter):
If to Xxxxxxxxxx.xxx, to:
Xxxxxxxxxx.xxx, Inc.
000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx Xxxxxx
If to Vauxhall, Global Discount or Global Marketing, to:
c/o Icahn Associates Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Copies of all notices to:
Xxxxxx Xxxxxx Butowsky Xxxxxxx Xxxxxx & Xxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
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Attention: Xxxx Xxxxxxx, Esq.
(e) Binding Agreement. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective executors, administrators, personal representatives,
successors and permitted assigns.
(f) Entire Agreement. This Agreement and the exhibits referred
to herein constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and thereof. All prior agreements, understandings,
representations, warranties and negotiations, whether written or oral, are
merged into the aforesaid documents.
(g) Governing Law. This Agreement shall be governed, construed
and enforced in accordance with the laws of the State of New York without regard
for its conflict of laws rules.
(h) Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
(i) Interpretation. The article and section headings contained
in this Agreement are solely for the purpose of reference, are not part of the
Agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
(j) Severability. Each party agrees that, should any court or
other competent authority hold any provision of this Agreement or part hereof to
be null, void or unenforceable, or order any party to take any action
inconsistent herewith or not take an action consistent herewith or required
hereby, the validity, legality and enforceability of the remaining provisions
and obligations contained or set forth herein shall not in any way be affected
or impaired hereby.
(k) Tax Returns. Vauxhall and Xxxxxxxxxx.xxx each agree to
file with their respective federal income tax returns for their taxable years
which include the date of execution and delivery of this Agreement the
statements required by Treasury Regulation Section 1.351-3.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.
VAUXHALL LLC
By: Highcrest Investors Corp., Member
By:_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXXXXXXX.XXX, INC.
By:_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
GLOBAL DISCOUNT TRAVEL SERVICES LLC
By: Highcrest Investors Corp., Member
By:_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
GLOBAL TRAVEL MARKETING SERVICES,
INC.
By:_________________________________
Name: Xxxx Xxxxxx
Title: President
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EXHIBIT A
OPTION CONVERSION
Options to Purchase Shares
of Common Stock of Global
Optionee Name Discount Travel Services, LLC
------------- -----------------------------
Xxxxxx Xxxxxx 78,867 shares at $5.0719 per share
Xxxxxxx X. Xxxxx 157,733 shares at $5.0719 per share
Xxxx Xxxxxx 788,665 shares at $5.0719 per share
Xxxxxx X. Xxx 157,733 shares at $5.0719 per share
Xxxxxxx Xxxxxx 39,433 shares at $5.0719 per share
Xxxxxxx X. Xxxxxxxxxx 78,867 shares at $5.0719 per share
Xxxxxxx X. Xxxxxx 157,733 shares at $5.0719 per share
Xxxxxxx X. Xxxxxxx 591,499 shares at $5.0719 per share
Xxxxx X. X'Xxxx 157,733 shares at $5.0719 per share
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