AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among
WESTFORD ACQUISITION CORPORATION, a Delaware corporation
("Westford"), BAJA FOOD CONCEPTS, INC., a Florida corporation
("Baja") and the persons listed in Exhibit A hereof (collectively
the "Shareholders"), being the owners of record of all of the issued
and outstanding stock of Baja.
Whereas, Westford wishes to acquire and the Shareholders wish
to transfer all of the issued and outstanding securities of Baja in
a transaction intended to qualify as a reorganization within the
meaning of Section368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended;
Now, therefore, Westford, Baja, and the Shareholders adopt
this plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to transfer
to Westford at the Closing (defined below) the number of shares of
common stock of Baja, no par value per share, shown opposite their
names in Exhibit A, in exchange for an aggregate of 4,300,000 shares
of voting common stock of Westford, $.0001 par value per share.
1.2 Exchange of Certificates. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Baja common stock shall surrender such certificate(s) for
cancellation to Westford, and shall receive in exchange a
certificate or certificates representing the number of full shares
of Westford common stock into which the shares of Baja common stock
represented by the certificate or certificates so surrendered shall
have been converted. The transfer of Baja shares by the
Shareholders shall be effected by the delivery to Westford at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
1.3 Fractional Shares. Fractional shares of Westford
common stock shall not be issued, but in lieu thereof Westford shall
round up fractional shares to the next highest whole number.
1.4 Change of Name. Immediately following the Closing,
Westford shall change its name to South Beach Concepts, Inc. or such
other name as may be available by filing with the Secretary of State
of the State of Delaware a certificate of amendment to its
Certificate of Incorporation.
1.5 Further Assurances. At the Closing and from time to
time thereafter, the Shareholders shall execute such additional
instruments and take such other action as Westford may request in
order more effectively to sell, transfer, and assign the transferred
stock to Westford and to confirm Westford's title thereto.
2. EXCHANGE OF OTHER SECURITIES
2.1 Securities Exchanged. All outstanding warrants,
options, stock rights and all other securities of Baja owned by the
Shareholders shall be exchanged and adjusted, subject to the terms
contained in such warrants, options, stock rights or other
securities, for similar securities of Westford.
2.2 Ratio of Exchange. The securities of Baja owned by
the Shareholders, and the relative securities of Westford for which
they will be exchanged, are set out opposite their names in Exhibit A.
2.3 Shares Outstanding. Immediately following the
Closing, there will be issued and outstanding in Westford, 350,000
common shares issued to TPG Capital Corporation or an affiliate and
4,300,000 common shares issued to the shareholders of Baja.
3. CLOSING. The Closing contemplated herein shall be
held on April 15, 1999, at the principal offices of Westford, at
0000 X Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, unless another place or
time is agreed upon in writing by the parties without requiring the
meeting of the parties hereof. All proceedings to be taken and all
documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding
shall be deemed taken nor documents deemed executed or delivered
until all have been taken, delivered and executed. The date of
Closing may be accelerated or extended by agreement of the parties.
Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this
Agreement or any signature required thereon may be used in lieu of
an original writing or transmission or signature for any and all
purposes for which the original could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission
or original signature.
4. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented Baja
common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership
of the number of shares of Westford common stock into which it was
converted. No dividend or other distribution shall be paid to the
holders of certificates of Baja common stock until presented for
exchange at which time any outstanding dividends or other
distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF BAJA
Baja represents and warrants as follows:
5.1 Corporate Status. Baja is a corporation duly
organized, validly existing, and in good standing under the laws of
the State of Florida and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the
character or ownership of its properties makes such licensing or
qualification necessary.
5.2 Capitalization. The authorized capital stock of Baja
consists of 20,000,000 shares of common stock, no par value per
share, of which 12,200,000 shares are issued and outstanding, all
fully paid and nonassessable. There are no shares of preferred
stock issued or authorized.
5.3 Subsidiaries. Baja has no subsidiaries.
5.4 Financial Statements. The audited financial
statements of Baja of December 31, 1998, or such other period as
acceptable to Westford ("Baja's Financial Statements") furnished to
Westford are correct and fairly present the financial condition of
Baja as of the dates and for the periods involved, and such
statements were prepared in accordance with generally accepted
accounting principles consistently applied.
5.5 Undisclosed Liabilities. Baja had no liabilities of
any nature except to the extent reflected or reserved against in
Baja's Financial Statements, whether accrued, absolute, contingent,
or otherwise, including, without limitation, tax liabilities and
interest due or to become due, and Baja's accounts receivable, if
any, are collectible in accordance with the terms of such accounts,
except to the extent of the reserve therefor in Baja's Financial
Statements.
5.6 Absence of Material Changes. Between the date of
Baja's Financial Statements and the date of this Agreement, there
have not been, except as set forth in a list certified by the
president of Baja and delivered to Westford, (1) any changes in
Baja's financial condition, assets, liabilities, or business which,
in the aggregate, have been materially adverse; (2) any damage,
destruction, or loss of or to Baja's property, whether or not
covered by insurance; (3) any declaration or payment of any dividend
or other distribution in respect of Baja's capital stock, or any
direct or indirect redemption, purchase, or other Westford of any
such stock; or (4) any increase paid or agreed to in the
compensation, retirement benefits, or other commitments to
employees.
5.7 Litigation. There is no litigation or proceeding
pending, or to Baja's knowledge threatened, against or relating to
Baja, its properties or business, except as set forth in a list
certified by the president of Baja and delivered to Westford.
5.8 Contracts. Baja is not a party to any material
contract other than those listed as attachment hereto.
5.9 No Violation. Execution of this Agreement and
performance by Baja hereunder has been duly authorized by all
requisite corporate action on the part of Baja, and this Agreement
constitutes a valid and binding obligation of Baja, performance
hereunder will not violate any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of Baja is subject
or by which Baja is bound.
5.10 Taxes. Baja has filed in correct form all federal,
state, and other tax returns of every nature required to be filed by
it and has paid all taxes as shown on such returns and all
assessments, fees and charges received by it to the extent that such
taxes, assessments, fees and charges have become due. Baja has also
paid all taxes which do not require the filing of returns and which
are required to be paid by it. To the extent that tax liabilities
have accrued, but have not become payable, they have been adequately
reflected as liabilities on the books of Baja and are reflected in
the financial statements furnished hereto.
5.11 Title to Property. Baja has good and marketable
title to all properties and assets, real and personal, reflected in
Baja's Financial Statements, except as since sold or otherwise
disposed of in the ordinary course of business, and Baja's
properties and assets are subject to no mortgage, pledge, lien, or
encumbrance, except for liens shown therein, with respect to which
no default exists.
5.12 Corporate Authority. Baja has full corporate power
and authority to enter into this Agreement and to carry out its
obligations hereunder, and will deliver at the Closing a certified
copy of resolutions of its board of directors authorizing execution
of this Agreement by its officers and performance thereunder.
5.13 Access to Records. From the date of this Agreement to
the Closing, Baja will (1) give to Westford and its representatives
full access during normal business hours to all of its offices,
books, records, contracts, and other corporate documents and
properties so that Westford may inspect and audit them and (2)
furnish such information concerning Baja's properties and affairs as
Westford may reasonably request.
5.14 Confidentiality. Until the Closing (and permanently
if there is no Closing), Baja and the Shareholders will keep
confidential any information which they obtain from Westford
concerning its properties, assets, and business. If the transactions
contemplated by this Agreement are not consummated, Baja and the
Shareholders will return to Westford all written matter with respect
to Westford obtained by them in connection with the negotiation or
consummation of this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
6.1 Title to Shares. The Shareholders, and each of them,
are the owners, free and clear of any liens and encumbrances, of the
number of Baja shares which are listed in the attached schedule and
which they have contracted to exchange.
6.2 Litigation. There is no litigation or proceeding
pending, or to each Shareholder's knowledge threatened, against or
relating shares of Baja held by the Shareholders.
7. REPRESENTATIONS AND WARRANTIES OF WESTFORD
The Westford represents and warrants as follows:
7.1 Corporate Status. Westford is a corporation duly
organized, validly existing, and in good standing under the laws of
the State of Delaware and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the
character or ownership of its properties makes such licensing or
qualification necessary.
7.2 Capitalization. The authorized capital stock of
Westford consists of 100,000,000 shares of common stock, $0001 par
value per share, of which 5,000,000 shares are issued and
outstanding, all fully paid and nonassessable and no shares of
non-designated preferred stock. There are no shares of preferred
stock issued or authorized. Prior to the Closing, Westford will
redeem 4,640,000 shares of its outstanding common stock from its
current shareholders.
7.3 Subsidiaries. Westford has no subsidiaries.
7.4 Public Company. Westford filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of
1934, a registration statement on August 27, 1998 registering its
common stock.
7.5 Public Filings. Westford has timely filed all
reports required to be filed by it under Section 13 of the
Securities Exchange Act of 1934.
7.6 Financial Statements. The audited financial
statements of Westford of December 31, 1998 or such other period as
acceptable Baja ("Westford's Financial Statements") furnished to
Baja are correct and fairly present the financial condition of
Westford as of the dates and for the periods involved, and such
statements were prepared in accordance with generally accepted
accounting principles consistently applied.
7.7 Undisclosed Liabilities. Westford had no liabilities
of any nature except to the extent reflected or reserved against in
Westford's Financial Statements, whether accrued, absolute,
contingent, or otherwise, including, without limitation, tax
liabilities and interest due or to become due, and Westford's
accounts receivable, if any, are collectible in accordance with the
terms of such accounts, except to the extent of the reserve therefor
in Westford's Financial Statements.
7.8 Absence of Material Changes. Between the of
Westford's Financial Statements and the date of this Agreement,
there have not been, except as set forth in a list certified by the
president of Westford and delivered to Baja, (1) any changes in
Westford's financial condition, assets, liabilities, or business
which, in the aggregate, have been materially adverse; (2) any
damage, destruction, or loss of or to Westford's property, whether
or not covered by insurance; (3) any declaration or payment of any
dividend or other distribution in respect of Westford's capital
stock, or any direct or indirect redemption, purchase, or other
Westford of any such stock; or (4) any increase paid or agreed to in
the compensation, retirement benefits, or other commitments to
employees.
7.9 Litigation. There is no litigation or proceeding
pending, or to the Company's knowledge threatened, against or
relating to Westford, its properties or business, except as set
forth in a list certified by the president of Westford and delivered
to Baja.
7.10 Contracts. Westford is not a party to any material
contract other than those listed as an attachment hereto.
7.11 No Violation. Execution of this Agreement and
performance by Westford hereunder has been duly authorized by all
requisite corporate action on the part of Westford, and this
Agreement constitutes a valid and binding obligation of Westford,
performance hereunder will not violate any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of
Westford is Subject or by which Westford is bound.
7.12 Taxes. Westford has filed in correct form all
federal, state, and other tax returns of every nature required to be
filed by it and has paid all taxes as shown on such returns and all
assessments, fees and charges received by it to the extent that such
taxes, assessments, fees and charges have become due. Westford has
also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax
liabilities have accrued, but have not become payable, they have
been adequately reflected as liabilities on the books of Westford
and are reflected in the financial statements furnished hereto.
7.13 Title to Property. Westford has good and marketable
title to all properties and assets, real and personal, reflected in
Westford's Financial Statements, except as since sold or otherwise
disposed of in the ordinary course of business, and Westford's
properties and assets are Subject to no mortgage, pledge, lien, or
encumbrance, except for liens shown therein, with respect to which
no default exists.
7.14 Corporate Authority. Westford has full corporate
power and authority to enter into this Agreement and to carry out
its obligations hereunder, and will deliver at the Closing a
certified copy of resolutions of its board of directors authorizing
execution of this Agreement by its officers and performance
thereunder.
7.15 Confidentiality. Until the Closing (and permanently
if there is no Closing), Westford and its representatives will keep
confidential any information which they obtain from Baja concerning
its properties, assets, and business. If the transactions
contemplated by this Agreement are not consummated, Westford will
return to Baja all written matter with respect to Baja obtained by
it in connection with the negotiation or consummation of this
Agreement.
7.16 Investment Intent. Westford is acquiring the Baja
shares to be transferred to it under this Agreement for investment
and not with a view to the sale or distribution thereof, and
Westford has no commitment or present intention to liquidate Baja or
to sell or otherwise dispose of its stock.
8. CONDUCT PENDING THE CLOSING
Westford, Baja and the Shareholders covenant that between the
date of this Agreement and the Closing as to each of them:
8.1 No change will be made in the charter documents,
by-laws, or other corporate documents of Westford or Baja.
8.2 This Agreement will be submitted for shareholder
approval with a favorable recommendation by the Board of Directors
of each of Baja and Westford and the Board of Directors of each will
use its best efforts to obtain the requisite shareholder approval.
8.3 Baja and Westford will use their best efforts to
maintain and preserve its business organization, employee
relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.
8.4 None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Baja shares
of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF BAJA AND THE
SHAREHOLDERS
Baja's and the Shareholder's obligation to consummate this
exchange shall be subject to fulfillment on or before the Closing of
each of the following conditions, unless waived in writing by Baja
or the Shareholders as appropriate:
9.1 Westford's Representations and Warranties. The
representations and warranties of Westford set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2 Westford's Covenants. Westford shall have performed
all covenants required by this Agreement to be performed by it on or
before the Closing.
9.3 Board of Director Approval. This Agreement shall
have been approved by the Board of Directors of Westford.
9.4 Supporting Documents of Westford. Westford shall
have delivered to Baja and the Shareholders supporting documents in
form and substance reasonably satisfactory to Baja and the
Shareholders, to the effect that:
(a) Westford is a corporation duly organized, validly
existing, and in good standing;
(b) Westford's authorized capital stock is as set
forth herein;
(c) Certified copies of the resolutions of the board
of directors of Westford authorizing the execution of
this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Westford;
(e) Westford's Financial Statement and unaudited
financial statement from January 1, 1998 to close of
most recent fiscal quarter; and
(f) Any document as may be specified herein or
required to satisfy the conditions, representations
and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF WESTFORD
Westford's obligation to consummate this merger shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by Westford:
10.1 Baja's and the Shareholder's Representations and
Warranties. The representations and warranties of Baja and the
Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.2 Baja's and the Shareholders' Covenants. Baja and the
Shareholders shall have performed all covenants required by this
Agreement to be performed by them on or before the Closing.
10.3 Board of Director Approval. This Agreement shall
have been approved by the Board of Directors of Baja.
10.4 Shareholder Execution. This Agreement shall have
been executed by the required number of shareholders of Baja.
10.5 Supporting Documents of Baja. Baja shall have
delivered to Westford supporting documents in form and substance
reasonably satisfactory to Westford to the effect that:
(a) Baja is a corporation duly organized, validly
existing, and in good standing;
(b) Baja's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board
of directors of Baja authorizing the execution of
this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the
officers and directors of Baja;
(e) Baja's Financial Statements and unaudited
financial statements for the period from the date of
the audited financial statements to the close of the
most recent fiscal quarter; and
(f) Any document as may be specified herein or
required to satisfy the conditions, representations
and warranties enumerated elsewhere herein.
11. INDEMNIFICATION
11.1 Indemnification of Westford. Baja and the
Shareholders severally (and not jointly) agree to indemnify Westford
against any loss, damage, or expense (including reasonable attorney
fees) suffered by Westford from (1) any breach by Baja or the
Shareholders of this Agreement or (2) any inaccuracy in or breach of
any of the representations, warranties, or covenants by Baja or the
Shareholders herein; provided, however, that (a) Westford shall be
entitled to assert rights of indemnification hereunder only if and
to the extent that it suffers losses, damages, and expenses
(including reasonable attorney fees) exceeding $50,000 in the
aggregate and (b) Westford shall give notice of any claims hereunder
within twenty-four months beginning on the date of the Closing. No
loss, damage, or expense shall be deemed to have been sustained by
Westford to the extent of insurance proceeds paid to, or tax
benefits realizable by, Westford as a result of the event giving
rise to such right to indemnification.
11.2 Proportionate Liability. The liability of each
Shareholder under this section shall be in the proportion that the
total number of Westford shares to be received by him bears to the
total number of Westford shares to be received by all the
Shareholders and shall in no event exceed 25 percent of the value of
the Westford shares received by such Shareholder. With respect to
Shareholders that are estates, trusts, or custodianships, the
executor, trustee, or custodian is a party to this Agreement only in
its fiduciary capacity and liability hereunder shall be limited to
the fiduciary assets and shall not extend to the assets of the
executor, trustee, or custodian.
11.3 Indemnification of Baja and the Shareholders.
Westford agrees to indemnify Baja and the Shareholders against any
loss, damage, or expense (including reasonable attorney fees)
suffered by Baja or by any of the Shareholders from (1) any breach
by Westford of this Agreement or (2) any inaccuracy in or breach of
any of Westford's representations, warranties, or covenants herein.
11.4 Defense of Claims. Upon obtaining knowledge thereof,
the indemnified party shall promptly notify the indemnifying party
of any claim which has given or could give rise to a right of
indemnification under this Agreement. If the right of
indemnification relates to a claim asserted by a third party against
the indemnified party, the indemnifying party shall have the right
to employ counsel acceptable to the indemnified party to cooperate
in the defense of any such claim. As long as the indemnifying party
is defending any such claim in good faith, the indemnified party
will not settle such claim. If the indemnifying party does not
elect to defend any such claim, the indemnified party shall have no
obligation to do so.
12. TERMINATION. This Agreement may be terminated (1) by
mutual consent in writing; (2) by either Baja, the Shareholders or
Westford if there has been a material misrepresentation or material
breach of any warranty or covenant by any other party; or (3) by
either Baja, the Shareholders or Westford if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent
in writing.
13. SHAREHOLDERS' REPRESENTATIVE. The Shareholders hereby
irrevocably designate and appoint Xxxxxx X. Xxxxxxx as their agent
and attorney in fact ("Shareholders' Representative") with full
power and authority until the Closing to execute, deliver, and
receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf the date,
time, and place of the Closing; to waive, amend, or modify any
provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Westford hereunder.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Baja, the Shareholders and
Westford set out herein shall survive the Closing.
15. ARBITRATION.
SCOPE. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether
arising out of this agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association.
SITUS. The situs of arbitration shall be chosen by the party
against whom arbitration is sought, provided only that arbitration
shall be held at a place in the reasonable vicinity of such party's
place of business or primary residence and shall be within the
United States. The situs of counterclaims will be the same as the
situs of the original arbitration. Any disputes concerning situs
will be decided by the American Arbitration Association.
APPLICABLE LAW. The law applicable to the arbitration and
this agreement shall be that of the State of Delaware, determined
without regard to its provisions which would otherwise apply to a
question of conflict of laws. Any dispute as to the applicable law
shall be decided by the arbitrator.
DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the Subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
FINALITY AND FEES. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable
except as to errors of law. Each party to the arbitration shall pay
its own costs and counsel fees.
MEASURE OF DAMAGES. In any adverse action, the parties shall
restrict themselves to claims for compensatory damages and no claims
shall be made by any party or affiliate for lost profits, punitive
or multiple damages.
COVENANT NOT TO XXX. The parties covenant that under no
conditions will any party or any affiliate file any action against
the other (except only requests for injunctive or other equitable
relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed,
shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the
prevailing party.
INTENTION. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever
arising, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
16. GENERAL PROVISIONS
16.1 Further Assurances. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this Agreement.
16.2 Waiver. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
16.3 Brokers. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
16.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Westford, to:
Westford Acquisition Corporation
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
If to Baja, to
Baja Food Concepts, Inc.
0000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
If to the shareholders in care of the Shareholder
Representative, at
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
16.5 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware.
16.6 Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this Agreement without the written
consent of the other party shall be void.
16.7 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
16.8 Effective Date. This effective date of this
Agreement shall be April 14, 1999.
WESTFORD ACQUISITION CORPORATION
By /s/ Xxxxx X. Xxxxxxx
BAJA FOOD CONCEPTS, INC.
By Xxxxxx X. Xxxxxxx
BAJA FOOD CONCEPTS, INC.
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
/s/ Texas International Group, Inc.
/s/ Xxxxx Investments, Inc.
