EXHIBIT 10.2
SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of April 6, 2006
(the "AGREEMENT"), between CABLE & CO. WORLDWIDE, INC., a Delaware corporation
with offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
("CABLE"); C.D.R. INTENATIONAL S.R.L., an Italy corporation with offices located
at Xxx Xxxxxx Xxxxxxxxxx, 00, Xxxx, Xxxxx 00000 ("CDR"), and THE BENEFICIAL
STOCKHOLDERS OF CDR IDENTIFIED IN SCHEDULE A HERETO (the "CDR SHAREHOLDERS").
INTRODUCTION
Cable desires to acquire all of the issued and outstanding shares of
CDR capital stock (the "CDR CAPITAL STOCK") solely in exchange for shares of
authorized, but theretofore unissued, shares of common stock, par value $0.001
per share, of Cable (the "CABLE COMMON STOCK"), as more fully described herein.
The CDR Shareholders desire to exchange all of their beneficially owned shares
of CDR Capital Stock solely for shares of Cable Common Stock in the amount set
forth herein.
Prior to the date hereof, the respective boards of directors or
analogous governing body of each of Cable and CDR have, and the CDR Shareholders
have, approved and adopted this Agreement and it is the intent of the parties
hereto that the transactions contemplated hereby be structured so as to qualify
as a tax-free exchange under Subchapter C of the United States Internal Revenue
Code of 1986, as amended (the "CODE"), and the provisions of this Agreement will
be interpreted in a manner consistent with this intent.
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
ARTICLE I
ACQUISITION AND EXCHANGE OF SHARES
SECTION 1.01 THE AGREEMENT. The parties hereto hereby agree that, upon
the execution and delivery hereof (the "CLOSING"), Cable shall acquire all of
the issued and outstanding shares of CDR Capital Stock solely in exchange for a
number of shares (the "SHARES") of authorized, but theretofore unissued, shares
of Cable Common Stock equal to the quotient of (A) divided by (B), where (A)
equals 50,000 and (B) equal to the average closing price of the CRD Common Stock
for the ten trading days prior to the date of the Closing. The parties hereto
agree that at the Closing: CDR will become a wholly-owned subsidiary of Cable
subject to the conditions and provisions of Section 1.03 hereof.
SECTION 1.02 EXCHANGE OF SHARES.
(a) At the Closing, Cable will cause to be issued and held for delivery
to the CDR Shareholders or their designees, stock certificates representing
Shares in exchange for all of the issued and outstanding shares of CDR Capital
Stock, which shares will be delivered to Cable at the Closing.
(b) The Shares to be issued pursuant to paragraph (a) of this Section
1.02 will be authorized, but theretofore unissued shares of Cable Common Stock,
and will be issued to the CDR Shareholders or as directed thereby as set forth
in Schedule 1.02(b) hereof.
(c) All Shares shall be deemed "RESTRICTED SECURITIES" as defined in
paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the CDR Shareholders will represent in writing that they
are acquiring said shares for investment purposes only and without the intent to
make a further distribution of such shares. All shares of Cable Common Stock to
be issued under the terms of this Agreement shall be issued pursuant to an
exemption from the registration requirements of the Securities Act, under
Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder. Certificates representing the shares of Cable Common Stock to be
issued hereunder shall bear a restrictive legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR
OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
SECTION 1.03 CLOSING. The Closing will take place at a date and time
(the "CLOSING DATE") and place to be mutually agreed upon by the parties hereto,
and will be subject to the provisions of Article IV of this Agreement. At the
Closing:
(a) CDR will deliver to Cable stock certificates or other evidences
representing all of the issued and outstanding shares of CDR Capital Stock, duly
endorsed, so as to make Cable the holder thereof, free and clear of all liens,
claims and other encumbrances; and
(b) Cable will deliver to, or at the direction of, the CDR
Shareholders, in accordance with Schedule 1.02(b) hereof, stock certificates
representing the Shares, which certificates will bear a standard restrictive
legend in the form customarily used with restricted securities and as set forth
in Section 1.02(c) above.
SECTION 1.04 APPROVAL BY BOARD OF DIRECTORS. In anticipation of this
Agreement, each of Cable and CDR has taken all necessary and requisite corporate
and other action, including without limitation, actions of their respective
Boards of Directors in order to approve this Agreement and all transactions
contemplated hereby and in connection herewith.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 REPRESENTATIONS AND WARRANTIES OF CABLE. Cable hereby
represents and warrants to, and agrees with, CDR and the CDR Shareholders as
follows:
(a) ORGANIZATION AND QUALIFICATION. Cable has no subsidiaries or
affiliated corporation or owns any interest in any other enterprise (whether or
not such enterprise is a corporation). Cable is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware,
with all requisite power and authority, and all necessary consents,
authorizations, approvals, orders, licenses, certificates, and permits of and
from, and declarations and filings with, all federal, state, local, and other
governmental authorities and all courts and other tribunals, to own, lease,
license, and use its properties and assets and to carry on the businesses in
which it is now engaged and the businesses in which it contemplates engaging.
Cable is duly qualified to transact the businesses in which it is engaged and is
in good standing as a foreign corporation in every jurisdiction in which its
ownership, leasing, licensing, or use of property or assets or the conduct of
its businesses makes such qualification necessary.
(b) CAPITALIZATION. The authorized capital stock of Cable consists of
1,500,000,000 shares of Cable Common Stock, of which no shares are outstanding,
and 5,000,000 shares of "blank check" preferred stock, par value $0.01 per
share, no shares of which are outstanding. There is no commitment, plan, or
arrangement to issue, and no outstanding option, warrant, or other right calling
for the issuance of, any share of capital stock of Cable or any security or
other instrument convertible into, exercisable for, or exchangeable for capital
stock of Cable. There is outstanding no security or other instrument convertible
into, or exchangeable or exercisable for, capital stock of Cable.
(c) OPERATIONS. Cable was incorporated under the laws of the State of
Delaware and from September 30, 1997 to date has conducted no operations, and
has no assets or liabilities.
(d) AUTHORITY. Cable has all requisite power and authority to execute,
deliver, and perform this Agreement. All necessary corporate proceedings of
Cable have been duly taken to authorize the execution, delivery, and performance
of this Agreement thereby. This Agreement has been duly authorized, executed,
and delivered by Cable, constitutes the legal, valid, and binding obligation of
Cable, and is enforceable as to Cable in accordance with its terms. Except as
otherwise set forth in this Agreement, no consent, authorization, approval,
order, license, certificate, or permit of or from, or declaration or filing
with, any federal, state, local, or other governmental authority or any court or
other tribunal is required by Cable for the execution, delivery, or performance
of this Agreement by Cable. No consent of any party to any material contract,
agreement, instrument, lease, license, arrangement, or understanding to which
Cable is a party, or to which it or any of its businesses, properties, or assets
are subject, is required for the execution, delivery, or performance of this
Agreement; and the execution, delivery, and performance of this Agreement will
not violate, result in a breach of, conflict with, or (with or without the
giving of notice or the passage of time or both) entitle any party to terminate
or call a default under, entitle any party to receive rights or privileges that
such party was not entitled to receive before this Agreement was executed under,
or create any obligation on the part of Cable to
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which it was not subject immediately before this Agreement was executed under,
any term of any such material contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the certificate of incorporation (or other charter document) or by-laws of
Cable, or (if the provisions of this Agreement are satisfied) violate, result in
a breach of, or conflict with any law, rule, regulation, order, judgment, or
decree binding on Cable or to which any of its businesses, properties, or assets
are subject, which violation or breach would have a material adverse effect on
Cable. Neither Cable, nor any of its officers, directors, employees, or agents
has employed any broker or finder or incurred any liability for any fee,
commission, or other compensation payable by any person on account of alleged
employment as a broker or finder, or alleged performance of services as a broker
or finder, in connection with or as a result of this Agreement or the
transactions contemplated hereby and in connection herewith.
(e) STATUS OF SHARES OF CABLE COMMON STOCK TO BE ISSUED. Assuming
without investigation that the shares of CDR Capital Stock outstanding on the
Closing Date are validly authorized, validly issued, fully paid, and
nonassessable, the shares of Cable Common Stock to be issued pursuant to Section
1.02(a) hereof, are validly authorized and, when the such shares of Cable Common
Stock have been duly delivered pursuant to the terms of this Agreement, such
shares of Cable Common Stock will be validly issued, fully paid, and
nonassessable and will not have been issued, owned or held in violation of any
preemptive or similar right of stockholder.
(f) REORGANIZATION.
(i) Cable has not taken and has not agreed to take any action
(other than actions contemplated by this Agreement) that could reasonably be
expected to prevent the transactions contemplated by this Agreement from
constituting a "reorganization" under section 368(b) of the Code or as an
acquisition of in excess of 80% of the stock of a corporation in exchange for
property under Section 351 of the Code. Cable is not aware of any agreement,
plan or other circumstance that could reasonably be expected to prevent the
transactions contemplated by this Agreement from so qualifying.
(ii) Cable has no plan or intention to reacquire, and, to
Cable's knowledge, no person related to Cable within the meaning of Treasury
Regulations Section 1.368-1 has a plan or intention to acquire, any of the Cable
Common Stock pursuant to Section 1.02(a) hereof.
SECTION 2.02 REPRESENTATIONS AND WARRANTIES OF CDR. CDR hereby
represents and warrants to, and agrees with, Cable:
(a) ORGANIZATION AND QUALIFICATION. CDR owns no subsidiary or affiliate
corporation or owns any interest in any other enterprise (whether or not such
enterprise is a corporation). CDR is a corporation duly organized, validly
existing, and in good standing under the laws of Italy, with all requisite power
and authority, and all necessary consents, authorizations, approvals, orders,
licenses, certificates, and permits of and from, and declarations and filings
with, all federal, state, local, and other governmental authorities and all
courts and other tribunals, to own, lease, license, and use its properties and
assets and to carry on the businesses in which it is now engaged and the
businesses in which it contemplates engaging. CDR is duly qualified to transact
the businesses in which it is engaged. CDR is in good standing as a foreign
corporation in every jurisdiction in
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which its ownership, leasing, licensing, or use of property or assets or the
conduct of its businesses makes such qualification necessary.
(b) CAPITALIZATION. The authorized capital stock of CDR consists of 100
ordinary shares, 100 of which shares are issued and outstanding. Each of the
outstanding shares of CDR Capital Stock is validly authorized, validly issued,
fully paid, and nonassessable, has not been issued and is not owned or held in
violation of any preemptive right of stockholders and by the owners set forth in
Schedule 1.02(b) hereof, in each case free and clear of all liens, security
interests, pledges, charges, encumbrances, stockholders' agreements, and voting
trusts. There is no commitment, plan, or arrangement to issue, and no
outstanding option, warrant, or other right calling for the issuance of, any
share of CDR Capital Stock or any security or other instrument convertible into,
exercisable for, or exchangeable for CDR Capital Stock. There is outstanding no
security or other instrument convertible into or exercisable or exchangeable for
CDR Capital Stock.
(c) AUTHORITY. CDR has all requisite power and authority to execute,
deliver, and perform this Agreement. All necessary corporate proceedings of CDR
have been duly taken to authorize the execution, delivery, and performance of
this Agreement by CDR. This Agreement has been duly authorized, executed, and
delivered by CDR, constitutes the legal, valid, and binding obligation of CDR,
and is enforceable as to CDR in accordance with its terms. Except as otherwise
set forth in this Agreement, no consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
federal, state, local, or other governmental authority or any court or other
tribunal is required by CDR for the execution, delivery, or performance of this
Agreement by CDR. No consent of any party to any material contract, agreement,
instrument, lease, license, arrangement, or understanding to which CDR is a
party, or to which its or any of its businesses, properties, or assets are
subject, is required for the execution, delivery, or performance of this
Agreement; and the execution, delivery, and performance of this Agreement will
not violate, result in a breach of, conflict with, or (with or without the
giving of notice or the passage of time or both) entitle any party to terminate
or call a default under, entitle any party to receive rights or privileges that
such party was not entitled to receive immediately before this Agreement was
executed under, or create any obligation on the part of CDR or Cable to which it
was not subject immediately before this Agreement was executed under, any term
of any such material contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the certificate of incorporation or by-laws of CDR (or the comparable charter
documents, if any, under applicable law), or (if the provisions of this
Agreement are satisfied) violate, result in a breach of, or conflict with any
law, rule, regulation, order, judgment, or decree binding on CDR or to which any
of its businesses, properties, or assets are subject. Neither CDR nor any of its
officers, directors, employees, or agents has employed any broker or finder or
incurred any liability for any fee, commission, or other compensation payable by
any person on account of alleged employment as a broker or finder, or alleged
performance of services as a broker or finder, in connection with or as a result
of this Agreement or the other transactions contemplated hereby and in
connection herewith.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE CDR SHAREHOLDERS.
The CDR Shareholders hereby represents and warrants to, and agrees with, Cable
as follows:
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(a) REPRESENTATIONS AND WARRANTIES OF CDR. To the knowledge of the CDR
Shareholders, the representations and warranties of CDR set forth in Section
2.02 hereof are true and correct in all material respects. Nothing has come to
the attention of the CDR Shareholders that would lead the CDR Shareholders to
believe that any representation or warranty of CDR set forth on Section 2.02
hereof is untrue or incorrect in any material respect.
(b) AUTHORITY. CDR and the CDR Shareholders have each approved this
Agreement and duly authorized the execution and delivery hereof. The CDR
Shareholders have full power and authority under the laws of the jurisdictions
of residence thereof to execute, deliver, and perform this Agreement and the
transactions contemplated hereby and in connection herewith. The CDR
Shareholders have reached the age of majority under applicable law.
(c) OWNERSHIP OF SHARES. The CDR Shareholders own beneficially all of
the shares of CDR Capital Stock. The CDR Shareholders have full power and
authority to transfer such shares of CDR Capital Stock to Cable under, pursuant
to, and in accordance with, this Agreement, and such shares are free and clear
of any liens, charges, mortgages, pledges or encumbrances and such shares are
not subject to any claims as to the ownership thereof, or any rights, powers or
interest therein, by any third party and are not subject to any preemptive or
similar rights of stockholders.
(d) INVESTMENT REPRESENTATIONS AND COVENANTS.
(i) The CDR Shareholders represent that they are acquiring the
shares of Cable Common Stock to be issued pursuant to Section 1.02(a) hereof for
their own accounts and for investment only and not with a view to distribution
or resale thereof within the meaning of such phrase as defined under the
Securities Act. The CDR Shareholders shall not dispose of any part or all of
such shares of Cable Common Stock in violation of the provisions of the
Securities Act and the rules and regulations promulgated under the Securities
Act by the SEC and all applicable provisions of state securities laws and
regulations.
(ii) The certificate or certificates representing the shares
of Cable Common Stock shall bear a legend in substantially the form set forth
in Section 1.02(c) hereof.
(iii) The CDR Shareholders acknowledge being informed that the
shares of Cable Common Stock to be issued pursuant to Section 1.02(a) hereof
shall be unregistered, shall be "RESTRICTED SECURITIES" as defined in
paragraph (a) of Rule 144 under the Securities Act, and must be held
indefinitely unless (a) they are subsequently registered under the Securities
Act, or (b) an exemption from such registration is available. The CDR
Shareholders further acknowledge that Cable does not have an obligation to
currently register such securities for the account of CDR Shareholders.
(iv) The CDR Shareholders acknowledge that they have been
afforded access to all material information which they have requested relevant
to their decision to acquire the shares of Cable Common Stock and to ask
questions of Cable's management and that, except as set forth herein, neither
Cable nor anyone acting on behalf of Cable has made any representations or
warranties to the CDR Shareholders which have induced, persuaded, or
stimulated the CDR Shareholders to acquire such shares of Cable Common Stock.
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(v) Either alone, or together with their investment
advisor(s), the CDR Shareholders have the knowledge and experience in
financial and business matters to be capable of evaluating the merits and
risks of the prospective investment in the shares of Cable Common Stock, and
the CDR Shareholders are and will be able to bear the economic risk of the
investment in such shares of Cable Common Stock.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 EXPENSES. Whether or not the transactions contemplated in
this Agreement are consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, will be paid by
the party incurring such expense or as otherwise agreed to herein.
SECTION 3.02 BROKERS AND FINDERS. Each of the parties hereto
represents, as to itself, that no agent, broker, investment banker or firm or
person is or will be entitled to any broker's or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement, except as may be otherwise set forth herein or
by separate document.
SECTION 3.03 NECESSARY ACTIONS. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In the event at any time after the Closing, any further action is necessary or
desirable to carry out the purposes of this Agreement, the proper executive
officers and/or directors of Cable or CDR, as the case may be, or the relevant
CDR Shareholders or CDR Shareholders will take all such necessary action.
SECTION 3.04 EXTENSION OF TIME; WAIVERS. At any time prior to the
Closing Date:
(a) Cable may waive any inaccuracies in the representations and
warranties of CDR or any CDR Shareholders or CDR Shareholders, or contained
herein or in any document delivered pursuant hereto by CDR or any CDR
Shareholders or CDR Shareholders, and (iii) waive compliance with any of the
agreements or conditions contained herein to be performed by CDR or any CDR
Shareholders or CDR Shareholders. Any agreement on the part of Cable to any such
extension or waiver will be valid only if set forth in an instrument, in
writing, signed on behalf of Cable.
(b) CDR and the CDR Shareholders (by action of the CDR Shareholders),
may waive any inaccuracies in the representations and warranties of Cable
contained herein or in any document delivered pursuant hereto by Cable. Any
agreement on the part of CDR and to any such extension or waiver will be valid
only if set forth in an instrument, in writing, signed on behalf of CDR.
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SECTION 3.05 NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested or by the most nearly comparable method
if mailed from or to a location outside of the United States or by Federal
Express, Express Mail, or similar overnight delivery or courier service or
delivered (in person or by telecopy, telex, or similar telecommunications
equipment) against receipt to the party to which it is to be given at the
address of such party set forth in the introductory paragraph to this Agreement
(or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 3.05. Any notice to Cable or to
CDR shall be addressed to the attention of the Corporate Secretary. A copy of
any and all notices shall be delivered in accordance with this section to
Reitler Xxxxx & Xxxxxxxxxx LLC, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxx Xxxxx, Esq. Any notice or other communication given by
certified mail (or by such comparable method) shall be deemed given at the time
of certification thereof (or comparable act), except for a notice changing a
party's address which will be deemed given at the time of receipt thereof. Any
notice given by other means permitted by this Section 3.05 shall be deemed given
at the time of receipt thereof.
SECTION 3.06 PARTIES IN INTEREST. This Agreement will inure to the
benefit of and be binding upon the parties hereto and the respective successors
and assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.
SECTION 3.07 COUNTERPART. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all together will
constitute one document. The delivery by facsimile of an executed counterpart of
this Agreement will be deemed to be an original and will have the full force and
effect of an original executed copy.
SECTION 3.08 SEVERABILITY. The provisions of this Agreement will be
deemed severable and the invalidity or unenforceability of any provision hereof
will not affect the validity or enforceability of any of the other provisions
hereof. If any provisions of this Agreement, or the application thereof to any
person or any circumstance, is illegal, invalid or unenforceable, (a) a suitable
and equitable provision will be substituted therefor in order to carry out, so
far as may be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision, and (b) the remainder of this Agreement and the
application of such provision to other persons or circumstances will not be
affected by such invalidity or unenforceability, nor will such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
SECTION 3.09 HEADINGS. The Article and Section headings are provided
herein for convenience of reference only and do not constitute a part of this
Agreement and will not be deemed to limit or otherwise affect any of the
provisions hereof.
SECTION 3.10 GOVERNING LAW.
(a) This Agreement will be deemed to be made in and in all respects
will be interpreted,
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construed and governed by and in accordance with the law of the State of New
York, without regard to the conflict of law principles thereof.
(b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
FEDERAL COURTS SITTING IN THE STATE OF NEW YORK IN ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES AGREES THAT
ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE
LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR, TO THE EXTENT PERMITTED BY LAW,
FEDERAL COURT THAT SITS IN THE COUNTY OF NEW YORK, AND ACCORDINGLY, EACH PARTY
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH
PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 3.05. NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.
(c) EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE PARTIES (1) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10(c).
SECTION 3.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All terms,
conditions, representations and warranties set forth in this Agreement or in any
instrument, certificate, opinion, or other writing providing for in it, will
survive the Closing and the delivery of the shares of Cable Common Stock to be
issued hereunder at the Closing for a period of one year after Closing,
regardless of any investigation made by or on behalf of any of the parties
hereto.
SECTION 3.12 ASSIGNABILITY. This Agreement will not be assignable by
operation of law or otherwise and any attempted assignment of this Agreement in
violation of this subsection will be void ab initio.
SECTION 3.13 AMENDMENT. This Agreement may be amended with the approval
of the CDR Shareholders and the boards of directors of each of Cable and CDR at
any time. This Agreement may not be amended except by an instrument, in writing,
signed on behalf of each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
CABLE & CO. WORLDWIDE, INC.
BY
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NAME: XXXXXXX XXXXXXXX
TITLE: CHAIRMAN OF THE BOARD OF DIRECTORS
AND SECRETARY
ATTEST:
----------------------------
NAME:
TITLE: ASSISTANT SECRETARY
C.D.R. INTENATIONAL S.R.L.
BY
------------------------------
NAME:
TITLE:
ATTEST:
----------------------------
NAME:
TITLE: SECRETARY
[CDR SHAREHOLDER SIGNATURES FOLLOW]
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CDR SHAREHOLDERS:
-----------------------------
NAME: XXXXXXX XXXXX XXXXXXXX
-----------------------------
NAME: XXXXXX XXXXXXXXX
-----------------------------
NAME: XXXX XXXXXXX ASTON
-----------------------------
NAME: XXXXX XXXXXXXXX
-----------------------------
NAME: XXXXXXXXX XXXXX
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SCHEDULE 1.02(B)
--------------------------------- --------------------------------
SHAREHOLDER NAME NUMBER OF SHARES IN CDR
--------------------------------- --------------------------------
XXXXXXX XXXXX XXXXXXXX 0
--------------------------------- --------------------------------
XXXXXX XXXXXXXXX 9,375,000
--------------------------------- --------------------------------
XXXX XXXXXXX ASTON 8,125,000
--------------------------------- --------------------------------
XXXXX XXXXXXXXX 4,375,000
--------------------------------- --------------------------------
XXXXXXXXX XXXXX 3,125,000
--------------------------------- --------------------------------
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