Exhibit 99.1
SHARE EXCHANGE AGREEMENT
by and among
MULTI-TECH INTERNATIONAL, CORP.
a Nevada Corporation
and
INTEGRATED FOREST PRODUCTS PTY LTD
an Australian Corporation
and
TIMBERMANS GROUP PTY LTD
an Australian Corporation
effective as of September 1, 2004
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, made and entered into this 1st day of
September, 2004 by and among Multi-Tech International, Corp., a Nevada
corporation with its principal place of business located at 00 Xxxxxxxxxxxxx,
Xxxxxx, XX XX0X ("XXXX"); Integrated Forest Products Pty Ltd, an Australian
corporation with its principal place of business at Xxxx 0, 00 Xxxxxx Xxxxxx,
Xxxx Xxxxxxxxx, Xxxxxxxx 0000, Xxxxxxxxx ("Integrated"); and Timbermans Group
Pty Ltd with its principal place of business at Xxxx 0, 00 Xxxxxx Xxxxxx, Xxxx
Xxxxxxxxx, Xxxxxxxx 0000, Xxxxxxxxx ("Timbermans").
PREMISES
A. This Agreement provides for the acquisition of Integrated by MLTI
whereby Integrated shall become a wholly owned subsidiary of MLTI and in
connection therewith, the issuance of a total of 257,000,000 shares of common
stock, $0.001 par value per share ("Shares"), of MLTI of which 240,000,000
shares shall be issued to Timbermans, the sole shareholder of Integrated ("Share
Exchange") and 17,000,000 shares shall be issued to Xx. Xxxxxxx Xxxxx, a citizen
and resident of the United Kingdom pursuant to the terms of this Agreement.
B. The boards of directors of Integrated and MLTI have determined,
subject to the terms and conditions set forth in this Agreement, that the
transaction contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed acquisition.
AGREEMENT
NOW, THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
THE SHARE EXCHANGE
SECTION 1.1 SHARE EXCHANGE/DELIVERY OF INTEGRATED SECURITIES. Upon
satisfaction of the conditions set forth in Article VI of this Agreement,
Timbermans, shall transfer all rights, title and interest to and in the
Integrated Common Shares held by it.
SECTION 1.2 TRANSFER OF INTEGRATED COMMON SHARES. In exchange for all
of the Integrated Ordinary Shares tendered pursuant to Section 1.1, MLTI shall
issue to Timbermans, 240,000,000 MLTI shares of common stock upon the completion
of the actions referred to in Section 7 of this Agreement. Such shares shall be
"restricted securities", (as such term is defined in Rule 144 under the U.S.
Securities Act of 1933, as amended (the "Securities Act").
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SECTION 1.3 ISSUANCE OF S-8 REGISTERED COMMON STOCK TO XXXXXXX XXXXX.
Subject to the qualifications found in this Section, as soon as practicable, but
in no event later than 30 days after the Closing, MLTI shall file a registration
statement on Form S-8 pursuant to which 8,000,000 shares of MLTI common stock
shall be registered. Such shares shall then be issued to Xx. Xxxxxxx
Xxxxxx-Xxxxx pursuant to his consulting agreement with the MLTI, the form of
which is attached hereto as EXHIBIT 1.3. In addition to the aforementioned
shares, also within 30 days after the Closing, Xx. Xxxxx shall receive 9,000,000
restricted shares of MLTI common stock. The Company shall only be required to
file a registration on Form S-8 if the following conditions have been met: (i) a
Form 8-K in its entirety has been filed in compliance with the Exchange Act of
1934; and (ii) the proposed rule changes to Forms 8-K and S-8 as found in the
U.S. Securities and Exchange Commission ("Commission") Releases 33-8407 and
34-49566 have not been adopted by the Commission. In the event that MLTI fails
to file (i) above or the Commission adopts law having a similar affect to that
found in (ii) above, MLTI shall grant a one time demand registration right to
Xx. Xxxxx for a period of 12 months from the Closing for a total of 8,000,000
shares. The parties to this Agreement shall negotiate the particular terms of
such demand rights in good faith.
SECTION 1.4 EVENTS PRIOR TO CLOSING. Upon execution hereof or as soon
thereafter as practicable, management of Integrated and MLTI shall execute,
acknowledge and deliver (or shall cause to be executed, acknowledged and
delivered) any and all certificates, opinions, financial statements, schedules,
agreements, resolutions rulings or other instruments required by this Agreement
to be so delivered, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced herein below.
SECTION 1.5 CLOSING. The closing ("Closing") of the transactions
contemplated by this Agreement shall be upon satisfaction of the conditions set
forth in Articles V and VI of this Agreement, which the parties expect to occur
no event later than forty-five (45) days after the date hereof.
SECTION 1.6 DIRECTORS OF MLTI AFTER ACQUISITION. The Board of directors
of MLTI will change as a result of the Exchange in accordance with the terms of
Article VII of this Agreement.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
MLTI
As an inducement to and to obtain the reliance of Integrated, MLTI
represents and warrants as follows:
SECTION 2.1 ORGANIZATION. MLTI is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
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all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign corporation in the jurisdiction in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Included in EXHIBIT 2.1 are complete and correct copies of the
articles of incorporation, bylaws and amendments thereto of MLTI as in effect on
the date hereof. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not violate any provision of MLTI's articles of
incorporation or bylaws. MLTI has full power, authority and legal right and has
taken all action required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this Agreement.
SECTION 2.2 CAPITALIZATION. The authorized capitalization of MLTI
consists of 100,000,000 common shares, $0.001 par value per share, and 5,000,000
shares of preferred stock, $.001 par value. As of the date hereof, MLTI has
80,000,000 common shares issued and outstanding and no shares of preferred
stock. MLTI is a public company listed on the NASDAQ OTC-Bulletin Board under
the symbol "MLTI". All issued and outstanding shares are legally issued, fully
paid and nonassessable and are not issued in violation of the pre-emptive or
other rights of any person. MLTI has no other securities, warrants or options
authorized or issued.
SECTION 2.3 SUBSIDIARIES AND PREDECESSOR CORPORATIONS. MLTI does not
have any other subsidiaries and does not own, beneficially or of record, any
shares of any other corporation.
SECTION 2.4 OPTIONS AND WARRANTS. There are no existing options,
warrants, calls or commitments of any character to which MLTI is a party and by
which it is bound.
SECTION 2.5 CLAIMS, LITIGATION AND PROCEEDINGS.There are no actions,
suits, proceedings or investigations pending or threatened by or against MLTI,
affecting MLTI or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse affect on the
business, operations, financial condition or income of MLTI. MLTI does not have
any knowledge of any default on its part with respect to any judgment, order,
writ, injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a default.
SECTION 2.6 MATERIAL CONTRACT DEFAULTS. MLTI is not in default in any
material respect under the terms of any outstanding contract, agreement, lease
or other commitment which is material to the business, operations, properties,
assets or condition of MLTI, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which MLTI has not taken adequate steps to prevent such a default from
occurring.
SECTION 2.7 NO CONFLICT WITH OTHER INSTRUMENTS.The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which MLTI is a
party or to which any of its properties or operations are subject.
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SECTION 2.8 GOVERNMENTAL AUTHORIZATIONS. MLTI has all licenses,
franchises, permits or other governmental authorizations legally required to
enable MLTI to conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
MLTI of this Agreement and the consummation of MLTI of the transactions
contemplated hereby.
SECTION 2.9 TAX MATTERS; BOOKS & RECORDS
(a) The books and records, financial and others, of MLTI are in all
material respects complete and correct and have been maintained in
accordance with good business accounting practices; and
(b) MLTI has no liabilities with respect to the payment of any country,
federal, state, county, local or other taxes (including any
deficiencies, interest or penalties).
SECTION 2.10 INFORMATION. The information concerning MLTI as set forth
in this Agreement and in the MLTI Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading.
SECTION 2.11 TITLE AND RELATED MATTERS.MLTI owns free and clear of any
liens, claims, encumbrances, royalty interests or other restrictions or
limitations of any nature whatsoever all its assets and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with MLTI's business. No third party has any
right to, and MLTI had not received any notice of infringement of or conflict
with asserted rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks, service marks,
trade names or copyrights which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would have a materially adverse
affect on the business, operations, financial conditions or income of MLTI or
any material portion of its properties, assets or rights.
SECTION 2.12 APPROVAL OF AGREEMENT. MLTI has all requisite power and
authority to enter into this Agreement, including approval of its board of
directors. The holders of a majority of the common voting shares outstanding of
MLTI have authorized the execution and delivery of the Agreement by MLTI and
have approved the transactions contemplated hereby.
SECTION 2.13 COMPLIANCE WITH LAWS AND REGULATIONS. MLTI has complied
with all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business; operations, properties,
or financial condition of MLTI.
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SECTION 2.14 MATERIAL TRANSACTIONS OR AFFILIATIONS. MLTI has provided
Integrated with copies of all material contracts to which MLTI is a party and
which are to be performed in whole or in part after the date hereof. MLTI has no
commitment, whether written or oral, to lend any funds to, borrow any money from
or enter into any other material transactions with, any of its directors or
person owning of record, or known by MLTI to own beneficially, ten percent (10%)
or more the issued and outstanding ordinary shares of MLTI and which is to be
performed in whole or in part after the date hereof. MLTI has no commitment,
whether written or oral, to lend and funds to, borrow and money from or enter
into any other material transactions with, any such affiliated person.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF INTEGRATED AND TIMBERMANS
As an inducement to, and to obtain the reliance of MLTI, Integrated
represents and warrants as follows:
SECTION 3.1 ORGANIZATION. Integrated is a corporation duly organized,
validly existing and in good standing under the laws of Australia and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in EXHIBIT 3.1 are complete and correct
copies of the constitution and amendments thereto of Integrated as in effect on
the date hereof. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate any provision of Integrated's
constitution. Integrated has full power, authority and legal right and has taken
all action required by law, its constitution or otherwise to authorize the
execution and delivery of this Agreement.
SECTION 3.2 CAPITALIZATION. The authorized capitalization of Integrated
consists of ordinary shares and no shares of preferred stock. As of the date
hereof, 6,649,705 shares has been issued and Timbermans is the sole shareholder
of Integrated. All issued and outstanding Integrated shares have been legally
issued and are nonassessable as of August 2, 2004.
SECTION 3.3 SUBSIDIARIES. Integrated does not own, beneficially or of
record, any shares of any other corporation. However, Integrated owns a minority
interest in Radiata Forest Services Pty Ltd, a company owned jointly by a number
of timber companies in the Canberra region, which purchases logs on behalf of
its shareholders and distributes them among these shareholders.
SECTION 3.4 TAX MATTERS; BOOKS & RECORDS
(a) The books and records, financial and others, of Integrated are in
all material respects complete and correct and have been maintained in
accordance with good business accounting practices; and
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(b) Other than taxes due on a monthly basis, Integrated has no
liabilities with respect to the payment of any country, federal, state,
county, local or other taxes (including any deficiencies, interest or
penalties).
SECTION 3.5 INFORMATION. The information concerning Integrated as set
forth in this Agreement is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.
SECTION 3.6 TITLE AND RELATED MATTERS.Integrated has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interests in properties and assets, real and personal
including those assets described in the confidential memorandum dated July 2004
and provided to MLTI at that time (collectively, "Assets") and such Assets are
free and clear of all liens, pledges, charges or encumbrances other than those
described in such Memorandum and as previously advised and existing at the time.
Integrated owns free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature whatsoever and all
procedures, techniques, marketing plans, business plans, methods of management
or other information utilized in connection with Integrated's business. No third
party has any right to, and Integrated had not received any notice of
infringement of or conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a materially adverse affect on the business, operations, financial
conditions or income of Integrated or any material portion of its properties,
assets or rights.
SECTION 3.7 CLAIMS, LITIGATION AND PROCEEDINGS.There are no actions,
suits, proceedings or investigations pending or threatened by or against
Integrated, affecting Integrated or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign
or before any arbitrator of any kind that would have a material adverse affect
on the business, operations, financial condition or income of Integrated.
Integrated does not have any knowledge of any default on its part with respect
to any judgment, order, writ, injunction, decree, award, rule or regulation of
any court, arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default..
SECTION 3.8 NO CONFLICT WITH OTHER INSTRUMENTS.The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Integrated is
a party or to which any of its properties or operations are subject.
SECTION 3.9 MATERIAL CONTRACT DEFAULTS. To the best of Integrated's
knowledge and belief, Integrated is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
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which is material to the business, operations, properties, assets or condition
of Integrated, and there is no event of default in any material respect under
any such contract, agreement, lease or other commitment in respect of which
Integrated has not taken adequate steps to prevent such a default from
occurring.
SECTION 3.10 GOVERNMENTAL AUTHORIZATIONS. To the best of Integrated's
knowledge, Integrated has all licenses, franchises, permits and other
governmental authorizations that are legally required to enable it to conduct
its business operations in all material respects as conducted on the date
hereof. Except for compliance with federal and state securities or corporation
laws, no authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is required in
connection with the execution and delivery by Integrated of the transactions
contemplated hereby.
SECTION 3.11 COMPLIANCE WITH LAWS AND REGULATIONS. Integrated has
complied with all applicable statutes and regulations of any federal, state or
other governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business;
operations, properties, or financial condition of Integrated.
SECTION 3.12 MATERIAL TRANSACTIONS OR AFFILIATIONS. Integrated has
provided MLTI with copies of all material contracts to which Integrated is a
party and which are to be performed in whole or in part after the date hereof.
Integrated has no commitment, whether written or oral, to lend any funds to,
borrow any money from or enter into any other material transactions with, any of
its directors or person owning of record, or known by Integrated to own
beneficially, ten percent (10%) or more the issued and outstanding ordinary
shares of Integrated and which is to be performed in whole or in part after the
date hereof. Integrated has no commitment, whether written or oral, to lend and
funds to, borrow and money from or enter into any other material transactions
with, any such affiliated person.
SECTION 3.13 LABOR RELATIONS. Integrated has never had a work stoppage
resulting from labor problems.
SECTION 3.14 NATURE OF BOOKS AND RECORDS. It is acknowledged that
Integrated books and records must be in auditable condition and that such audit
must be completed within sixty days (60) of this Agreement. The books and
records of Integrated are in such auditable condition.
ARTICLE IV
SPECIAL COVENANTS
SECTION 4.1 ACCESS TO PROPERTIES AND RECORDS. It is acknowledged by
each of MLTI, Integrated and Timbermans, that its officers and authorized
representatives have been afforded full access to the other's properties, books
and records of Integrated and MLTI as the case may be, so that each had full
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opportunity to make such reasonable investigation as it desired to make of the
affairs of the other and each has furnished the other with such additional
financial and operating data and other information as to the business and
properties of Integrated and MLTI as the case may be, as the other shall from
time to time reasonably request. Should either party require further opportunity
to conduct any further investigation into the affairs of the other, it shall be
allowed to do so prior to closing as long as this investigation is completed
prior to Closing.
SECTION 4.2 AVAILABILITY OF RULE 144. Each of the parties acknowledge
that the stock of MLTI to be issued pursuant to this Agreement have not been
registered under the Securities Act and will be "restricted securities" as that
term is defined in Rule 144 promulgated pursuant to the Securities Act. Such
"restricted securities" may not be sold, transferred or encumbered except in a
transaction registered under the Securities Act or in a transaction exempt from
or not subject to the registration requirements.
SECTION 4.3 SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE
INTEGRATED COMMON SHARES TO BE ISSUED IN THE EXCHANGE. The consummation of this
Agreement, including the issuance of the MLTI Shares to Timbermans and the
resulting issuance of common shares as contemplated hereby, constitutes the
offer and sale of securities under the Securities Act, and applicable state
statutes. Such transaction shall be consummated in reliance on exemptions from
the registration and prospectus delivery requirements of such statutes which
depend, inter alia, upon the circumstances under which Timbermans acquires such
securities.
SECTION 4.4 THIRD PARTY CONSENTS. Integrated, Timbermans and MLTI agree
to cooperate with each other in order to obtain any required third party
consents to this Agreement and the transactions herein contemplated.
SECTION 4.5 INDEMNIFICATION.
(a) Integrated and Timbermans each hereby agrees to
indemnify MLTI and each of the officers, agents and directors of
MLTI as of the date of execution of this Agreement against any
loss, liability, claim, damage or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred
in investigating, preparing or defending against and litigation,
commenced or threatened or any claim whatsoever), to which it or
they may become subject to arising out of or based on any
inaccuracy appearing in or misrepresentation made in this
Agreement in addition to any shareholder action filed against
MLTI officers or directors based on this Agreement. The
indemnification provided for in this paragraph shall survive the
Closing and consummation of the transactions contemplated hereby
and termination of this Agreement; and
(b) MLTI and its officers and directors hereby agrees to
indemnify Integrated, Timbermans and each of the officers,
agents, directors and current shareholders of Integrated and
Timbermans as of the Closing Date against any loss, liability,
claim, damage or expense (including, but not limited to, any and
all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened or any claim whatsoever), to which it or they may
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become subject arising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement. The
indemnification provided for in this Section shall survive the
Closing and consummation of the transactions contemplated hereby
and termination of this Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF MLTI
The obligations of MLTI under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
SECTION 5.1 ACCURACY OF REPRESENTATIONS. The representations and
warranties made by Integrated in this Agreement were true when made and shall be
true at the Closing Date with the same force and effect as if such
representations and warranties were made at the Closing Date (except for changes
therein permitted by this Agreement), and Integrated shall have performed or
complied with all covenants and conditions required by this Agreement to be
performed or complied with by Integrated prior to or at the Closing.
SECTION 5.2 SHAREHOLDER APPROVAL. As the sole shareholder of
Integrated, Timbermans by its execution of this Agreement has approved this
Agreement and the transactions contemplated herein.
SECTION 5.3 NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business or operations of nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations or Integrated.
SECTION 5.4 OTHER ITEMS. MLTI shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as MLTI may reasonably request.
SECTION 5.5 SECRETARY'S CERTIFICATE. Integrated shall have delivered to
MLTI a certificate, dated the Closing Date, executed by the Secretary of
Integrated in substantially the form attached hereto as Exhibit 5.5, which shall
include confirmation that all requisite board and stockholder approvals have
been obtained and remain in force.
SECTION 5.6 OPINIONS OF COUNSEL. Integrated shall have delivered to
MLTI opinions, dated the Closing Date, from counsel for Integrated, in
substantially the form attached hereto as Exhibit 5.6.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF INTEGRATED AND TIMBERMANS
The obligations of Integrated and Timbermans under this Agreement are
subject to the satisfaction, at or before the Closing date (unless otherwise
indicated herein), of the following conditions:
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SECTION 6.1 ACCURACY OF REPRESENTATIONS. The representations and
warranties made by MLTI in this Agreement were true when made and shall be true
as of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were
made at and as of the Closing Date, and MLTI shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by MLTI prior to or at the Closing.
SECTION 6.2 NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date,
there shall not have occurred any material adverse change in the financial
condition, business or operations nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of MLTI.
SECTION 6.3 MLTI RECAPITALIZATION. As soon as practicable, MLTI's
counsel shall prepare the documentation effecting a 200-1 reverse stock split of
MLTI's common stock thereby resulting in a capitalization of 400,000 shares as
well as the documents necessary for effecting an increase of the authorized of
MLTI common stock to 300,000,000 shares.
SECTION 6.4 STOCK CERTIFICATE. MLTI shall have tendered to Integrated a
certificate representing the Shares, duly endorsed to Integrated, and such
endorsement shall have been witnessed by an officer or MLTI.
SECTION 6.5 SECRETARY'S CERTIFICATE. MLTI shall have delivered to
Integrated a certificate, dated the Closing Date, executed by the Secretary of
MLTI in substantially the form attached hereto as Exhibit 6.5, which shall
include confirmation that all requisite board and stockholder approvals have
been obtained and remain in force.
SECTION 6.6 OPINIONS OF COUNSEL. MLTI shall have delivered to
Integrated opinions, dated the Closing Date, from counsel for MLTI, in
substantially the form attached hereto as Exhibit 6.6.
SECTION 6.7 RESIGNATIONS. All officers or directors of MLTI shall have
tendered their resignations from such positions of MLTI effective upon the
Closing.
SECTION 6.8 PROCEEDINGS. All proceedings to be taken on the part of
MLTI in connection with the transactions contemplated by this Agreement and all
documents delivered by MLTI incidental thereto shall be reasonably satisfactory
in form and substance to Integrated. Integrated shall have received copies of
all documents as it may reasonably request in order to establish the
consummation of such transactions.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 BROKERS AND FINDERS. Each party hereto hereby represents
and warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
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negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
SECTION 7.2 LAW, FORUM AND JURISDICTION. This Agreement shall be
construed and interpreted in accordance with the laws of the State of Nevada,
United States of America.
SECTION 7.3 NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to MLTI: c/o Rubin, Bailin, Ortoli LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx, Esq.
If to Timbermans Group
Pty Ltd: Xxxx 0
00 Xxxxxx Xxxxxx
Xxxx Xxxxxxxxx, Xxxxxxxx 0000
Xxxxxxxxx
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have given as of the date so delivered, mailed or telegraphed.
SECTION 7.4 ATTORNEYS' FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parities shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fee, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
SECTION 7.5 CONFIDENTIALITY. Each party hereto agrees with the other
parties that, unless and until the reorganization contemplated by this Agreement
has been consummated, they and their representatives will hold in strict
confidence all data and information obtained with respect to another party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, of such other party,
and shall not used such data or information or disclose the same to others,
except: (i) to the extent such data is a matter of public knowledge or is
required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
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SECTION 7.6 EXHIBITS; KNOWLEDGE. Each party is presumed to have full
knowledge of all information set forth in the other party's exhibits delivered
pursuant to this Agreement.
SECTION 7.7 THIRD PARTY BENEFICIARIES.This contract is solely among
Integrated, Timbermans and MLTI and except as specifically provided, no
director, officer, stockholder, employee, agent, independent contractor or any
other person or entity shall be deemed to be a third party beneficiary of this
Agreement.
SECTION 7.8 ENTIRE AGREEMENT.This Agreement represents the entire
agreement between the parties relating to the subject matter hereof. This
Agreement alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. There are no other courses of dealing,
understanding, agreements, representations or warranties, written or oral,
except as set forth herein. This Agreement may not be amended or modified,
except by a written agreement signed by all parties hereto.
SECTION 7.9 SURVIVAL; TERMINATION. The representations, warranties and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated.
SECTION 7.10 COUNTERPARTS. This Agreements may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
SECTION 7.11 AMENDMENT OR WAIVER. Every right and remedy provided
herein shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may be enforced concurrently herewith, and no
waiver by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.
SECTION 7.12 INCORPORATION OF RECITALS.All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.
SECTION 7.13 EXPENSES. Each party herein shall bear all of their
respective costs and expenses incurred in connection with the negotiation of
this Agreement and in the consummation of the transactions provided for herein
and the preparation thereof.
SECTION 7.14 HEADINGS; CONTEXT. The headings of the sections and
paragraphs contained in this Agreement are for convenience of reference only and
do not form a part hereof and in no way modify, interpret or construe the
meaning of this Agreement.
SECTION 7.15 BENEFIT. This Agreement shall be binding upon and shall
insure only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.
15
SECTION 7.16 SEVERABILITY. In the event that any particular provision
or provisions of this Agreement or the other agreements contained herein shall
for any reason hereafter be determined to be unenforceable, or in violation of
any law, governmental order or regulation, such unenforceability or violation
shall not affect the remaining provisions of such agreements, which shall
continue in full force and effect and be binding upon the respective parties
hereto.
SECTION 7.17 FAILURE OF CONDITIONS; XXXXXXXXXXX.Xx the event of any of
the conditions specified in this Agreement shall not be fulfilled on or before
the Closing Date, either of the parties have the right either to proceed or,
upon prompt written notice to the other, to terminate and rescind this Agreement
without liability to any other party. The election to proceed shall not affect
the right of such electing party reasonably to require the other party to
continue to use its efforts to fulfill the unmet conditions.
SECTION 7.18 NO STRICT CONSTRUCTION. The language of this Agreement
shall be construed as a whole, according to its fair meaning and intendment, and
not strictly for or against wither party hereto, regardless of who drafted or
was principally responsible for drafting the Agreement or terms or conditions
hereof.
SECTION 7.19 EXECUTION KNOWING AND VOLUNTARY. In executing this
Agreement, the parties severally acknowledge and represent that each: (a) has
fully and carefully read and considered this Agreement; (b) has been or has had
the opportunity to be fully apprised of its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
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IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.
MULTI-TECH INTERNATIONAL, CORP.
By: /s/ Xx. Xxxxx X. Xxxxxxxxx
--------------------------
Xx. Xxxxx
X.Xxxxxxxxx
PRESIDENT
/s/ XXXXXXX XXXXXX-XXXXX
------------------------
XXXXXXX XXXXXX-XXXXX
(MAJORITY SHAREHOLDER OF MLTI)
INTEGRATED FOREST PRODUCTS PTY LTD
BY: /s/ XXXXX XXXXX
--------------------------
NAME: XXXXX XXXXX
TITLE: DIRECTOR
TIMBERMANS GROUP PTY LTD
BY: /s/ XXXXX XXXXX
--------------------------
NAME: XXXXX XXXXX
TITLE: DIRECTOR
17
EXHIBIT 7.3
LIST OF PROPOSED DIRECTORS
Xxxxx Xxxxxx Xxxxx
Address: 00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 0000
DOB: 6/22/58
Xxxxxxx Xxxxx Xxxxx
Address: 00 Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx 0000
DOB: 5/30/50
Xxxxx Xxxxxxx Xxxxx
0 Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx 0000
DOB: 4/24/56
Antony Xxxxxxx Xxxxxx
Address: 00 Xxxxxxxxxx Xxxx Xxxx XXX 0000
DOB: 8/23/62
Xxxxxx Xxxxxxx Xxxxxxx
Address: 00 Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx 0000
DOB: 9/20/48
18
