EXHIBIT 2.12
Transfer Agreement
(Share Exchange)
(Corporation-Stock-Purchase)
THIS TRANSFER AGREEMENT (this "Agreement") is entered into as of May 31,
1997 by and among PREMIERE TECHNOLOGIES, INC. ("Premiere"), a corporation
organized and existing under the laws of Georgia, Indiana Communicator, Inc.
(the "Company"), a corporation organized and existing under the laws of Indiana
(the "Company Jurisdiction"), and the party or parties listed on the signature
pages hereto as the owners of the Company (whether one or more, referred to as
the "Owners").
Background
This Agreement provides for the acquisition of the Company by Premiere
pursuant to a share exchange in which Premiere will issue shares of its Common
Stock for the stock of the Company held by the Owners (the "Share Exchange").
The respective Boards of Directors of Premiere and the Company have approved the
terms and conditions set forth in this Agreement. This Agreement provides for
all of the Owners' equity interests in the Company to be exchanged for the
consideration described below in the Share Exchange.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. The Uniform Terms and Conditions attached hereto as EXHIBIT A (the
"Uniform Terms") are hereby made a part of and incorporated herein as if fully
restated herein. Capitalized terms used and not defined herein shall have the
meanings provided in the Uniform Terms. The Transfer Agreement shall control in
the event of any conflict with any provision of the Uniform Terms.
2. The consideration for the Share Exchange will be determined in
accordance with the following provisions of the Uniform Terms: Article 10,
entitled "Share Exchange," and Section 11.2, entitled "Share Exchange (Stock
Consideration)." The following provisions of the Uniform Terms shall not apply:
Section 10.3, entitled "Share Exchange (Cash Consideration)," Article 11,
entitled "Forward Triangular Merger," Article 12, entitled "Reverse Triangular
Merger," and Article 14, entitled "Accounting Matters."
3. It is the intention of the parties hereto that the form of the
transactions with respect to the Share Exchange and the Company and Premiere
shall qualify as a "reorganization" within the meaning of Section 368(a)(1)(B)
of the Code for federal income tax purposes.
4. "Deductible Amount" shall mean $10,000.00.
5. "Multiple" shall mean 6.
6. "Reference Number" shall mean $483,333.33.
7. Xxxxx Xxxxxxxxx shall serve as the Owner's Representative under the
terms of Section 8.2. of the Uniform Terms.
8. EXHIBIT 5.10. (Additional Deliveries)
(a) Letter regarding vehicle lease
(b) Agreement related to certain obligations of Owner to the Company
(c) Non-compete letter agreement signed by former owners
(d) Release signed by former owners
(e) Agreement related to certain indebtedness to former owners
9. The third and fourth sentences of Section 2.22. of the Uniform Terms
shall be amended to provide at the end of each sentence the following: ", except
as set forth on Schedule 2.22. hereof."
10. EXHIBIT 6.1.2. (Additional Indemnification Matters)
None
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.
PREMIERE:
PREMIERE TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Its: Senior Vice President-Finance and Legal
[Signatures continued on next page]
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COMPANY:
INDIANA COMMUNICATOR, INC.
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Its: President
OWNER:
Print or type full name and full mailing address,
phone and fax numbers:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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Phone:
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Fax:
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