ACQUISITION AGREEMENT
BETWEEN:
OF THE FIRST PART
AND:
OF THE SECOND PART
WHEREAS:
| A. | MPW is engaged in the business of producing,
publishing and distributing a weekly ethnic language newspaper called
Il Xxxxx Xxxx Italian Weekly Newspaper previously known as L’Eco
D’Italia, |
| B. | Global desires to purchase all the issued
and outstanding shares of common stock in the capital of MPW (the “Shares”)
on the terms and conditions hereinafter set forth; |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, the parties hereby covenant and agree as follows:
1. MPW’S REPRESENTATIONS
Xxxxxxxxx and MPW hereby jointly and severally make the following representations and warranties to Global, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, each of which shall be unaffected by any investigation made by Global and shall survive the Closing Date:
| (a) | The authorized capital of MPW consists
of 10,000 common shares without par value of which one common share (the
“Share”) is issued as fully paid and non-assessable. Xxxxxxxxx
is the registered holder and beneficial owner of one Share. There are
no outstanding or authorized options, dividends, warrants, agreements,
subscriptions, calls, demand or rights of any character relating to the
capital stock of MPW, whether or not issued, including, without limitation,
securities convertible into or evidencing the right to purchase any securities
of MPW; |
| (b) | MPW is a corporation duly incorporated,
validly existing and in good standing under the laws of British Columbia
and has all requisite corporate power and |
2
authority to own its property and operate
its business as and where it is now being conducted; |
|
| (c) | MPW is duly licensed or qualified and
in good standing in the province of British Columbia, which is the sole
jurisdiction in which the nature of MPW’s assets or the business
conducted by MPW makes qualification necessary; |
| (d) | MPW has no subsidiaries and owns no
interest in any corporation, partnership, proprietorship or any other
business entity; |
| (e) | MPW has good and marketable title to
all of its assets free and clear of all mortgages, liens, pledges, charges,
claims, leases, restrictions or encumbrances of any nature whatsoever,
and subject to no restrictions with respect to transferability. All of
MPW’s assets are in its possession and control; |
| (f) | MPW has not given a power of attorney,
which is currently in effect, to any person, firm or corporation for any
purpose whatsoever; |
| (g) | MPW has not entered into any other agreement
or granted any option to sell or otherwise transfer any of its assets; |
| (h) | To the knowledge of MPW, each contract,
lease, license, commitment and agreement to which it is a party is in
full force and effect and constitutes a legal, valid and binding obligation
of all of the parties thereto. MPW is not in default and has not received
or given any notice of default, and to MPW’s knowledge, no other
party thereto is in default, under any such contract, lease, license,
commitment or other agreement or under any other obligation relating to
MPW’s assets or its business; |
| (i) | There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body involving MPW. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to the
best of MPW’s knowledge, no investigation by any governmental agency
pertaining to MPW or its assets is pending or has been threatened against
MPW which could adversely affect the financial condition or prospects
of MPW or the conduct of the business thereof or any of MPW’s assets
or materially adversely affect the ability of the shareholders of MPW
to consummate the transactions contemplated by this Agreement; |
| (j) | To its knowledge, MPW has not infringed
any patent or patent application, copyright or copyright application,
trademark or trademark application or trade name or other proprietary
or intellectual property right of any other person or received any notice
of a claim of such infringement; |
| (k) | MPW has the right to use all data and
information necessary to permit the conduct |
3
of its business from and after the Closing
Date, as such business is and has been normally conducted; |
|
| (l) | The Articles of MPW permit it to carry
on its present business and to enter into this Agreement; |
| (m) | The performance of this Agreement will
not be in violation of the Articles of MPW or any agreement to which MPW
is a party and will not give any person any right to terminate or cancel
any agreement or any right enjoyed by MPW and will not result in the creation
or imposition of any lien, encumbrance or restriction of any nature whatsoever
in favour of a third party upon or against the assets of MPW; |
| (n) | MPW holds all permits, licences, registrations
and authorizations necessary for it to conduct its business; |
| (o) | MPW is not in violation of any federal,
state, municipal or other law, regulation or order of any government or
regulatory authority; |
| (p) | MPW has filed with the appropriate government
agencies all tax or information returns and tax reports required to be
filed, and such filings are substantially true, complete and correct; |
| (q) | All federal, state, municipal, foreign,
sales, property or excise or other taxes whether or not yet due have been
fully paid or adequately provided for; |
| (r) | The corporate records and minute books
of MPW contain complete and accurate minutes of all meetings of the directors
and shareholders of MPW held since incorporation; |
| (s) | All material transactions of MPW have
been promptly and properly recorded or filed in or with its respective
books and records; and |
| (t) | MPW has complied with all laws, rules,
regulations and orders applicable to it relating to employment, including
those relating to wages, hours, collective bargaining, occupational health
and safety, employment standards and workers' compensation. |
2. GLOBAL'S REPRESENTATIONS
Global hereby makes the following representations and warranties to Xxxxxxxxx and MPW, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, each of which shall be unaffected by any investigation made by Xxxxxxxxx or MPW and shall survive the Closing Date:
| (a) | The authorized capital of Global consists of 70,000,000
shares of common stock and 5,000,000 shares of preferred stock with par
value of $0.001 each, of which 4,900,000 shares are issued as fully paid
and non-assessable. An additional 300,000 |
4
shares of common stock will be issued
by way of an Offering Memorandum to raise US $ 45,000 for Global financial
requirements. There are no outstanding or authorized options, dividends,
warrants, agreements, subscriptions, calls, demand or rights of any character
relating to the capital stock of Global, whether or not issued, including,
without limitation, securities convertible into or evidencing the right
to purchase any securities of Global. However, it is contemplated that
Global will issue additional shares of common stock in order to raise
financing necessary for working capital and to fund the acquisition MPW; |
|
| (b) | Global is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada
and has all requisite corporate power and authority to own its property
and operate its business as and where it is now being conducted; |
| (c) | Global is in good standing with respect
to its filings with the Nevada Secretary of State; |
| (d) | Global has no subsidiaries and owns
no interest in any corporation, partnership, proprietorship or any other
business entity; |
| (e) | Global currently has no assets or liabilities
other than cash received for share subscriptions; |
| (f) | Global has not entered into any other
agreement or granted any option to sell or otherwise transfer any of its
assets or its securities; |
| (g) | Global is not a party to any contracts,
leases, licenses, commitments and other agreements relating to its assets
or its business; |
| (h) | There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body involving Global. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to the
best of Global’s knowledge, no investigation by any governmental
agency, pertaining to Global or its assets is pending or has been threatened
against Global which could adversely affect the financial condition or
prospects of Global or the conduct of the business thereof or any of Global’s
assets or materially adversely affect the ability of Global to consummate
the transactions contemplated by this Agreement; |
| (i) | The Articles and Bylaws of Global permit
it to carry on its present business and to enter into this Agreement; |
| (j) | The performance of this Agreement will
not be in violation of the Articles or Bylaws of Global or any agreement
to which Global is a party; |
5
| (k) | Global is not in violation of any federal,
state, municipal or other law, regulation or order of any government or
regulatory authority; |
| (l) | Global has filed with the appropriate
government agencies all tax or information returns and tax reports required
to be filed, and such filings are substantially true, complete and correct; |
| (m) | No federal, state, municipal, foreign,
sales, property or excise or other taxes are payable by Global; |
| (n) | The corporate records and minute books
of Global contain complete and accurate minutes of all meetings of the
directors and shareholders of Global held since incorporation; and |
| (o) | All material transactions of Global
have been promptly and properly recorded or filed in or with its respective
books and records. |
3. SALE OF SHARES On the Closing Date, upon the terms and conditions herein set forth, Global agrees to purchase a 100% undivided right, title and interest in and to the Share in consideration of Global issuing to Xxxxxxxxx 2,100,000 restricted shares of common stock in the capital of Global (the “Vend-In Stock”). In further consideration, Global shall commit to lend, without any fixed terms of repayment, the sum of US$6,000 to MPW, which MPW shall use primarily to cover the costs associated with its obligations relating to the closing of this agreement. 4. CLOSING The sale and purchase of the Shares shall be closed at the office of Global as follows: |
|
| a. | at 10:00 A.M. (Vancouver time) on September
30th, 2003 (the closing date) or |
| b. | on such other date or at such other
place upon confirmation by Global of completion of an Offering Memorandum
to raise US $ 45,000 or |
| c. | on as such other date and such other
place as may be agreed upon by the parties |
5. ACTIONS BY THE PARTIES PENDING CLOSING From and after the date hereof and until the Closing Date, MPW and Global covenant and agree that: |
|
| (a) |
MPW and Global, and their authorized
representatives, shall have full access during normal business hours to
all documents of MPW and Global and each party shall furnish to the other
party or its authorized representatives all information with respect to
the affairs and business of MPW and Global as the parties may reasonably
request; |
6
| (b) | MPW and Global shall conduct their business
diligently and substantially in the manner previously conducted and MPW
and Global shall not make or institute any unusual or novel methods of
purchase, sale, management, accounting or operation, except with the prior
written consent of the other party. Neither MPW nor Global shall enter
into any contract or commitment to purchase or sell any assets or engage
in any transaction not in the usual and ordinary course of business without
the prior written consent of the other party; |
| (c) | Without the prior written consent of
the other party, neither MPW nor Global shall increase or decrease the
compensation provided to its employees, officers, directors or agents; |
| (d) | Neither MPW nor Global will amend its
Articles of Incorporation or Bylaws, or make any changes in its respective
authorized or issued capital without the prior written approval of the
other party; |
| (e) | Neither MPW nor Global shall act or
omit to do any act, or permit any act or omission to act, which will cause
a breach of any contract, commitment or obligation; and |
| (f) | Neither MPW nor Global will declare
or pay any dividend or make any distribution, directly or indirectly,
in respect of their respective capital stock, nor will they directly or
indirectly redeem, purchase, sell or otherwise acquire or dispose of shares
in their respective capital stock. |
6. CONDITIONS PRECEDENT TO GLOBAL’S OBLIGATIONS Each and every obligation of Global to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by Global: |
|
| (a) | The representations and warranties made
by MPW in this Agreement shall be true and correct on and as of the Closing
Date with the same effect as though such representations and warranties
had been made or given by the Closing Date; |
| (b) | MPW shall have performed and complied
with all of their obligations under this Agreement which are to be performed
or complied with by them by the Closing Date; |
| (c) | MPW shall have provided Global with
the opportunity to review all of MPW’s relevant financial records
and Global shall be satisfied with such review as Global may determine
in its sole opinion; |
| (d) | MPW shall have obtained the necessary
consent of its shareholders to effect the transactions contemplated herein; |
7
| (e) | MPW shall deliver to Global: | |
| (i) | a certified true copy of resolutions
of MPW’s Board of Directors authorizing the transfer of the Shares
from Xxxxxxxxx to Global, the registration of the Shares in the name of
the Global and the issuance of a share certificate representing the Shares
in the name of Global; |
|
| (ii) | a share certificates representing the
Shares issued in the name of Xxxxxxxxx accompanied by duly executed Irrevocable
Powers of Attorney to transfer the Shares to Global; and |
|
| (iii) | A share certificate or certificates
registered in the name of Global, signed by the President of MPW, representing
the Shares. |
|
| 7. CONDITIONS PRECEDENT TO MPW’S OBLIGATIONS Each and every obligation of Xxxxxxxxx and MPW to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the MPW: |
||
(a) |
The representations and
warranties made by Global in this Agreement shall be true and correct
on and as of the Closing Date with the same effect as though such representations
and warranties had been made or given by the Closing Date; |
|
(b) |
Global shall have performed
and complied with all of its obligations under this Agreement which are
to be performed or complied with by the Closing Date; |
|
(c) |
Global shall deliver to
MPW: |
|
(i) |
a certified true copy of resolutions
of Global’s Board of Directors authorizing the issuance of the Vend-In
Shares to Xxxxxxxxx and appointing Xxxxxxxxx to Global’s Board of
Directors; |
|
(ii) |
share certificates representing the
Global Shares issued in the names of Xxxxxxxxx in equal amounts in accordance
with paragraph 3 herein, representing the Shares; and |
|
(iii) |
documentation evidencing Global’s
obligation to MPW in accordance with paragraph 3 herein in a form satisfactory
to MPW. |
|
8. FURTHER ASSURANCES The parties hereto covenant and agree to do such further acts and execute and |
||
8
deliver all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject of this Agreement.
10. NOTICE
10.1 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered by hand to either party at their respective addresses first noted above.
10.2 Either party may time to time by notice in writing change its address for the purpose of this section.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
13. SCHEDULES
The schedules attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.
14. SEVERABILITY
If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdictions, the validity, legality and enforceability of such provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
15. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with
9
laws prevailing in the Province of British Columbia. The parties hereto agree to attorn to the jurisdiction of the Courts of the Province of British Columbia.
16. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
| XXXXX XXXX WORLD NEWS INC. | GLOBAL-WIDE PUBLICATION LTD. |
| Per: | Per: |
| /s/ Xxxx Xxxxxxxxx | /s/ Xxxxxx Xxxxxxx |
| Authorized Signatory | Authorized Signatory |
| /s/ Xxxx Xxxxxxxxx | |
| XXXX XXXXXXXXX |
