Exhibit 10.1
ACQUISTION AGREEMENT
AGREEMENT dated January 21, 2000 by between and among LAREDO INVESMENTS CORP., a
company incorporated under the laws of the state of Nevada (hereinafter referred
to as "Laredo") and having an address for service at 0000 X. Xxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, GFR Nutritionals Ltd., a company
incorporated under the laws of the Province of British Columbia (hereinafter
referred to as the "Company"'), having an address for service at service at
Suite 1450 - 1075 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX, X0X 0X0, and those certain
parties listed on Exhibit A attached hereto, each of whom is a stockholder of
the Company (individually referred to as a "Seller" and collectively referred to
as the "Sellers").
WHEREAS, the Sellers own a total of 100 common shares with no par value of the
Company (the "Company Shares") which constitute ONE HUNDRED (100%) percent of
the issued and outstanding common shares of the Company; and
WHEREAS, the Sellers desire to sell and Laredo desires to purchase ONE HUNDRED
(100%) percent of the Company Shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchases and Sale
Each Seller hereby agrees to sell, transfer, assign and convey to Laredo and
Laredo hereby agrees to purchase and acquire from the Sellers the Company Shares
constituting ONE HUNDRED (100%) percent of the issued and outstanding share
capital of the Company, solely in exchange for voting common stock of Laredo as
set forth in Section 2 hereof.
2. Purchase Price
The aggregate purchase price to be paid by Laredo to the Sellers for the Company
Shares shall be 19,000.000 voting common shares with no par value (the "Laredo
Shares") of Laredo, based on an exchange ratio of one share of the Company for
190,000 Laredo Shares at a deemed value of US$0.01 per Laredo Share.
3. Closing
(a) The Closing for the acquisition of the stock purchase contemplated
hereunder pursuant to this Agreement (the "Closing") shall be held at the
office of Xxxxxx Danderfer Banno & Xxxxxxxx on January 28,2000 at suite
1450, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X
0X0, or at such other date and time agreed to by the parties in writing on
two days written notice.
(b) At the Closing, Laredo will notify its transfer agent to deliver to each of
the Sellers a certificate of the Laredo Shares evidencing his ownership
thereof in accordance with the amounts specified in Exhibit "A" attached
hereto, free and clear of any liens or
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Encumbrances of any kind, which certificate shall contain the restrictive
legend specified in Section 19 hereof, and each of the Sellers will deliver
to Laredo a certificate evidencing all of the Company shares owned by him
together with a stock power, endorsed in blank.
4. Warranties and Representations of the Company and Sellers
In order to induce Laredo to enter into the Agreement and to complete the
transaction contemplated hereby, the Company and each of the Sellers warrants
and represents to Laredo as of the date hereof and as of the Closing that to the
best of their knowledge:
(a) Organization and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the Laws of the Providence of
British Columbia, is qualified to do business in British Columbia, to the
extent required by the laws of such Providence. Attached hereto as Exhibit
"B-1" is a true and correct copy of the Company's Certificate of
Incorporation and Articles and all amendments thereto. No changes thereto
will e made in any of the documents described in Exhibit "B " before
Closing.
(b) Capitalization. As of the date hereof, the Company's entire authorized
equity capital consists of 100 common shares with no par value, of which
100 common shares are or will be issued and outstanding as of the Closing.
As of he Closing, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities convertible
into voting stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which the Company or each
Seller is bound, calling for the issuance of any additional common shares
or any other voting or equity security of the Company. All of the Company
shares have been duly authorized, are validly issued and are fully paid and
non-assessable, have no pre-emptive rights, and were issued in conformity
with any applicable Federal and Provincial securities laws. The 100 issued
and outstanding Company shares constitute ONE HUNDRED (100%) percent of the
equity capital of the Company, which includes ONE HUNDRED (100%) percent of
voting power, right to receive dividends, when and if declared and paid,
and the right to receive the proceeds of liquidations attributable to
common stock, if any.
(c) Ownership of the Company Shares. As of the date hereof, the Sellers are the
sole owners of the Company Shares, free and clear of all liens and
encumbrances. The Company is not a reporting issuer in British Columbia or
in any other jurisdiction and accordingly the transfer of shares is
restricted pursuant to the Articles of the Company and all applicable
securities laws in British Columbia.
(d) Taxes. The Company has filed all Federal, provincial and local income or
other tax returns and reports that it is required to file with all
governmental agencies, wherever situate, and has paid or accrued will not
have a Material Adverse Effect on the Company. Such returns have been
prepared in accordance with the applicable material tax laws, rules and
regulations thereunder to which the Company is subject and the Company has
delivered a true and complete copy of all such tax returns to Laredo.
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(e) No Pending Actions. To the best knowledge of the Company there are no
material legal actions, lawsuits, proceedings or investigations, wither
administrative or judicial, pending or threatened, against or affecting the
Company, or against the Company's Officers or Directors arising out of the
operations of the Company that are reasonably likely to have a Material
Adverse Effect on the Company. Neither the Company nor any Seller is
subject to any order, writ, judgment, injunction, decree, determination or
award of any court, arbitrator or administrative, governmental or
regulatory authority or body.
(f) Ownership of Assets. Except as set forth in Exhibit "C", the Company has
good marketable title, without any liens or encumbrances of any nature
whatever, to all of the following, if any: Its assets, properties and
rights of every type and description, including, without limitation, all
cash on hand and in banks, certificates of deposit, stocks, bonds and other
securities, good will, customer lists, real estate and interests therein
and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, all
rights and claims under insurance policies, rights in receivables, books
and records and all other property and rights of every kind and nature
owned or held by the Company as of this date, and will continue to hold
such title on the completion of the transactions contemplated by the
Agreement; not, except in the ordinary course of its business, has the
Company disposed of any such asset since the date of the most recent
balance sheet described in the Company's financial statements.
(g) No Interest in Suppliers, Customers, Landlords or Competitors. Neither any
Seller nor any member of his family has any interest of any nature whatever
in any supplier, customer, landlord or competitor of the Company except as
set forth in Exhibit "D" hereto and excepting shareholders not exceeding 5%
in publicly traded companies.
(h) No Debt Owed by the Company to Sellers. Except as set forth in Exhibit "E",
the Company does not owe any money, securities, or property to any Seller
or any member of his family or to any company controlled by such a person,
directly or indirectly.
(i) Corporate Records. All of the Company's books and records, including
without limitation its books of account, corporate records, minute book,
stock certificate books and other records of the Company are up-to-date,
complete and reflect accurately and fairly the conduct of its business in
all material respects since its date of incorporation. All material
reports, returned and statements currently required to be filed by the
Company, with respect to the business and operations of the Company, with
any governmental agency have been filed or valid extensions have been
obtained in accordance with normal procedures, and all governmental
reporting requirements have been complied with.
(j) Validity of the Agreement. All corporate and other proceedings required to
be taken by the Seller and by the Company in order to enter into and to
carry out this Agreement have been duly and properly taken. This Agreement
has been duly executed by each Seller and by the Company, and constitutes
the valid and binding obligation of each of them, except to the extent
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws relating to or effecting generally he enforcement of creditors
rights. The execution and delivery of the Agreement will not result, or
with the passage of time or notice, will not
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result, in the breach of any of the terms or conditions of, or constitute a
default under or violate the Company's Certificate of Incorporation or Articles,
or any material agreement, lease, mortgage, bond indenture, license or other
material document or undertaking oral or written, to which the Company or the
Sellers are a party or are bound, not will such execution and delivery violate
any order, writ , injunction, decree, law, rule or regulation of any court,
regulatory agency or other governmental body to which the Company or any Seller
is a party or is bound; and there are no restrictions which would prevent the
Company from conducting its business after the Closing as a wholly-owned
subsidiary of the Company.
(k) Enforceability of the Agreement. This Agreement and the Exhibits hereto
which are incorporated herein and made a part hereof, when duly executed
and delivered, will be the legal, valid and binding obligations of the
Company enforceable according to their terms, except to the extent limited
by applicable bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or effecting generally the enforcement of creditors
rights, and that at the Closing, Laredo will have acquired title in and to
the Company Shares free and clear of all claims, liens and encumbrances.
(l) Access to Books and Records. Laredo will have full and free access to the
Company's books during the course of this transaction prior to Closing,
during regular business hours.
(m) Significant Agreements. The Company is not and will not at Closing be bound
by any of the following, other than where already disclosed elsewhere in
this Agreement, unless specifically listed in Exhibit "F" hereto:
(i) employment, advisory or consulting;
(ii) any plan providing for employee benefits of any nature;
(iii) any lease with respect to any property or equipment;
(iv) any contract or commitment for any future expenditure in excess of
$5,000;
There are no representations and warranties provided by the Company or the
Sellers except as set forth above.
5. Warranties and Representations of Laredo
In order to induce the Sellers and the Company to enter into this Agreement and
to complete the transaction contemplated hereby, Laredo warrants and represents
to the Company and each Seller that:
(a) Organization and Standing. Laredo is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and
has full power and authority to own and operate assets, properties and
business. Attached hereto as Exhibit "G" is a true and correct copy of
Laredo Certificate of Incorporation, By-Laws and all amendments
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thereof. No changes thereto will be made in any of the documents described
in Exhibit "G" at or before the Closing.
(b) Capitalization
(i) As of the date hereof, Laredo's entire authorized equity capital
consists of 100,000,000 shares of common stock with a par value of
$0.01 (the "Common Stock"), of which 9,750,000 Shares are currently
issued and outstanding. All of such Laredo's Common Stock issued and
outstanding at the Closing have been duly authorized, validly issued
and are fully paid and non-accessible, have not preemptive rights and
were issued in compliance with all Federal and state securities laws.
The relative rights and preferences of Laredo's equity securities are
set forth in Laredo's Certificate of Incorporation and Laredo's
By-Laws and nay amendments thereto. There are no other voting or
equity securities convertible into voting stock, and no outstanding
subscriptions, warrants, call, options, rights, commitments or
agreements by which Laredo is bound, calling for the issuance of any
additional shares of common stock or any other voting or equity
security.
(ii) The By-Laws of Laredo provide that a simple majority of the shares
voting at a stockholders' meeting at which a quorum is present may
elect all of the directors of Laredo. Cumulative voting is not
provided for by the By-Laws or Certificates of Incorporation of
Laredo.
(c) Ownership of Laredo Shares. By Laredo's issuance of the Laredo shares to
the Sellers pursuant to this Agreement, each Seller will at the Closing
thereby acquire good, absolute marketable title thereto, free and clear of
all liens, encumbrances, Regulation 144 and control block restrictions of
any nature whatsoever, except that such Laredo shares will not have been
registered under the 1933 Act and accordingly certain hold periods may be
applicable in the United States.
(d) No Business. Laredo has never and will not on the Closing have ever
conducted business, owned assets, employed persons or incurred any
liabilities other than professional fees which are incurred in connection
with this transaction and will be limited to $2,000, or have been accounted
for in the Financial Statements of Laredo.
(e) Significant Agreements. Laredo is not and will not at Closing be bound by
any of the following, other than where already disclosed in any other
exhibit, unless specifically listed in Exhibit "H" hereto:
(i) employment, advisory or consulting contract and has not employees;
(ii) any plan providing for employee benefits of any nature;
(iii) any lease with respect to any property or equipment;
(iv) any contract or commitment for any future expenditure in excess of
$1,000;
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(v) any contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any obligation of
any other person, firm or organization;
(vi) any contract, agreement, understanding, commitment or arrangement,
other than in the normal course of business, not fully discloses or
set forth in the Agreement or in Laredo's Financial Statements; or
(vii)any agreement with any person relating to the dividend, purchase or
sale of securities, that has not been settled by the delivery or
payment of securities when due, and which remains unsettled upon the
sate of the execution and delivery of this Agreement.
(f) Taxes. Laredo has filed all federal, state and local income or other tax
returns and reports that is required to file with all governmental
agencies, whenever situate, and has paid all taxes as shown on such
returns. All of such returns have been prepared in accordance with the
applicable tax laws and rules and regulations thereunder to which Laredo is
subject. To Laredo's knowledge, there is no audit or threat of any audit of
any tax return for any period, and Laredo knows of no basis for the
assertion of any additional taxes of any king.
(g) Absence of Liabilities. At and as of the Closing Date, Laredo will have no
liabilities of any kind or nature, fixed or contingent, except for (I) the
costs, including legal and accounting fees and other expenses, in
connection with this transaction, for which Laredo agrees to be solely
responsible and to pay in full at or before Closing.
(h) No Pending Actions: Securities Issuance. There are no material legal
actions, lawsuits, proceedings or investigations, either administrative or
judicial, pending or threatened, against or affecting Laredo, or against
any of Laredo's officers or directors and arising out of their operation of
Laredo that are reasonably likely to have a Material Adverse Effect on
Laredo and Laredo has not violated any securities law, ordinance or
regulation of any kind whatever, including, but not limited to the 1933
Act, the 1934 Act, the rules and regulations of the SEC, or the securities
laws and regulations of any U.S. state or Canadian province. Laredo is not
subject to any order, writ, judgement, injunction, decree, determination or
aware of any court, arbitration or administrative, governmental or
regulatory authority or body. All of Laredo's common stock issued and
outstanding at the Closing will heave been issued in compliance with all
Federal and state securities laws. Laredo is not an investment company as
defined in the securities laws.
(i) Corporate Records. All of Laredo's books and records, including without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all material respects
since its date of incorporation. All of said books and records will be
delivered to Laredo's new directors at the Closing.
(j) No Misleading Statements or Omissions. Neither this Agreement nor any
financial
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statement, exhibit, schedule or document attached hereto or presented to
the Company or the Sellers in connection herewith contains any materially
misleading statement, or omits any fact or statement necessary to make the
other statements or facts herein set forth not materially misleading.
(k) Validity of Agreement. All corporate and other proceedings required to be
taken by Laredo in order to enter into and to carry out this Agreement have
been duly and properly taken. This Agreement has been duly executed by
Laredo and constitutes a valid, binding and enforceable obligation of
Laredo, except to the extent limited by applicable bankruptcy
reorganization, insolvency, moratorium or other laws relating to or
effecting generally the enforcement of creditors rights. The execution and
delivery of this Agreement will not result, or, with the passage of time or
notice, will not result, in the breach of any of the terms or conditions
of, or constitute a default under or violate Laredo's Certificate of
Incorporation or By-Laws, or any agreement, lease, mortgage, bond,
indenture, license or other document or undertaking, oral or written, to
which Laredo is a party or is bound or may be affected, nor will such
execution, delivery and carrying out violate any order, writ, injunction,
decree, law, rule or regulation of any court, regulatory agency or other
governmental body.
(l) Enforceability of the Agreement. When duly executed and delivered, this
Agreement and the Exhibits hereto which are incorporated herein and made a
part hereof are legal, valid, and enforceable obligations of Laredo
according to its terms, except to the extent limited by applicable
bankruptcy reorganization, insolvency, moratorium or other laws relating to
or effecting generally the enforcement of creditors rights, and that at the
time of such execution and delivery, the Sellers will have acquired good
marketable title in and to the Laredo Shares acquired pursuant hereto, free
and clear of all liens and encumbrances.
(m) Access to Books and Records. The Company and the Sellers will have full and
free access during regular business hours and on reasonable prior notice to
Laredo's books and records during the course of this transaction prior to
and at the Closing.
(n) Laredo's Financial Statements. At lease 5 days before Closing, Laredo will
provide the Company and the Sellers with its audited financial statements
for the eight months ended August 31, 1999 and for the years ended December
31, 1998 and 1997 together with unaudited management prepared financial
statement for the year ended December 31, 1999 (the "Laredo Financial
Statements"). The Laredo Financial Statements and the notes thereto are
true, complete and accurate and fairly present the consolidated assets,
liabilities and financial condition of Laredo as at the dates thereof, in
accordance with generally accepted accounting principles consistently
applied throughout the periods involved. Laredo does not have any
liabilities or obligations of any nature (absolute, accrued, contingent or
otherwise) which are not fully reflected in the Laredo Financial Statements
or otherwise disclosed in this Agreement.
(o) Laredo's Financial Condition. At the Closing, and after consummation of all
of the transactions contemplated hereby, Laredo will have no material
assets or liabilities
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(p) Directors' and Stockholder Approval. Promptly upon the execution and
delivery of this Agreement, but in any event, on or before the Closing,
Laredo's Board of Directors, and its shareholders, if required, by meeting
or consent, will have approved this Agreement, and all matter set forth
herein as conditions precedent to the consummation by the Sellers of the
Closing hereunder.
(q) Consents. Except as described in Section 9 hereof, no consent of any person
is necessary to the consummation of the transaction contemplated hereby.
(r) No Brokers. No broker, finder or investment broker is entitled to any
brokerage, finder's or other fee or commission in connection with any of
the transactions contemplated by this Agreement.
6. Survival of Terms
All of the terms and condition of this Agreement, together with the warranties,
representations and covenants contained herein or in any instrument or document
delivered to or to be delivered pursuant to this Agreement, shall survive the
execution of this Agreement and the Closing, notwithstanding any investigation
heretofore or hereafter made by or on behalf of any party hereto; provided,
however, that (a) the agreements and covenants set forth in this Agreement shall
survive and continue until all obligations set forth therein shall have been
performed and satisfied; and (b) all representations and warranties shall
survive and continue for a period of 12 months from the Closing Date unless
within such 12 month period, except for claims, notice of which is given in
writing within such 12 month period by Laredo or the Vendors as the case may be,
to the other specifying the nature of the claim and quantifying the amount.
7. The Laredo Shares and the Company Shares
All of the Laredo Shares and the Company Shares shall be validly issued, fully
paid and non-accessible shares of Laredo's and the Company's respective Common
Stock, with full voting rights, dividend rights, and right to receive the
proceeds of liquidation, if any, as set forth in the respective Certificates of
Incorporation.
8. Conditions Precedent to Closing by the Sellers
Each and every obligation of Laredo under this Agreement to be performed on or
before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by the
Sellers:
(a) Representations and Warranties True. The representations and warranties of
Laredo contained in this Agreement and in all certificates and other
documents delivered and to be delivered by Laredo to the Sellers pursuant
hereto or in connection with the transactions contemplated hereby shall be
in all material respects true and accurate as of the date when
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Made and at and as of the closing as though such representations and warranties
were made at and as of such date;
(b) Performance: Laredo shall have performed and complied with all agreements,
obligations and conditions required by this Agreement to be performed or
complied with by it on or prior to the Closing;
(c) Board Of Director and Shareholder Approval. Laredo's Board of Directors
and, if required by law, its shareholders shall have approved the
transactions contemplated by this Agreement, including the Reorganization,
in the manner required by applicable state law;
(d) No Governmental Proceeding or Litigation. No suit, action, investigation,
inquiry or other proceeding by any governmental body or other person or
legal or administrative proceeding shall have been instituted or threatened
which challenges the validity or legality of the transactions contemplated
hereby;
(e) Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement by Laredo, and all documents
incident thereto, shall be reasonably satisfactory to the Sellers and their
counsel, and the Sellers shall have received a true, correct and complete
copy of all such documents as the Sellers or their counsel may reasonably
request in order to establish the consummation of such transactions and the
taking of all proceedings in connection therewith;
(f) Certificates/Statutory Declarations. Laredo shall have furnished the
Sellers with such certificates/statutory declarations of its officers to
evidence the compliance with the conditions set forth in this Agreement as
may be reasonably requested by the Sellers.
9. Conditions Precedent to Closing by Laredo
Each and every obligation of the Sellers and the Company under this Agreement to
be performed on or before the Closing shall be subject to the satisfaction, on
or before the Closing, of each of the following conditions, unless waived in
writing by Laredo:
(a) Representations and Warranties True. The representations and warranties of
Sellers and the company contained in this agreement and in all certificates
and other documents delivered and to be delivered by the Sellers and the
Company to Laredo pursuant hereto or in connection with the transactions
contemplated hereby shall be in all material respects true, complete and
accurate as of the date when made and at and as of the Closing as though
such representations and warranties were made at and as of such date;
(b) Performance. The Seller and the Company shall have performed and complied
with all agreements, obligations and conditions required by this Agreement
to be performed or complied with by them on or prior to the Closing;
(c) Shareholder Approval. The Sellers shall have executed and delivered this
Agreement;
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(d) No Governmental Proceeding or Litigation. No suit, action, investigation,
inquiry or other proceeding by any governmental body or other person or
legal or administrative proceeding shall have been instituted or threatened
which challenges the validity or legality of the transactions contemplated
hereby;
(e) Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement by the Sellers and the company,
and all documents incident thereto, shall be reasonably satisfactory to
Laredo and its counsel, and Laredo shall have received a true, correct and
complete copy of all such documents as Laredo or its counsel may reasonably
request in order to establish the consummation of such transactions and the
taking of all proceeding in connection therewith.
(f) Certificates/Statutory Declarations. The Sellers shall have furnished
Laredo with such certificates/statutory declarations to evidence the
compliance with the conditions set forth in this Section 9 as may be
reasonably requested by Laredo;
(g) No Material Adverse Effect. There shall have been no Material Adverse
Effect with respect to the Company and Laredo shall have received a
certificate of the Company and the Sellers to such as effect, signed by a
duly authorized officer of the Company and by the Sellers.
10. Termination
This Agreement may be terminated at any time before or at Closing by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished;
(ii) any legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of this
Agreement or any material component thereof.
Upon the termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this Section, each said party shall bear all
of its own costs and expenses and no party shall be liable to the other.
11. Post Closing Items.
(a) Upon the Closing the current directors and officers will resign and Xxxxxxx
Xxxxxx, Xxxxxxxx Xxxx and a third party to be nominated by Xxxxxxx Xxxxxx
at or before Closing will be appointed directors and officers of Laredo.
(b) Within 10 days after the Closing, Laredo shall file with the Securities and
Exchange
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Commission and any state security regulatory authority such forms as are
required under applicable Federal an state securities laws in connection
with the transactions contemplated under this Agreement.
12. Entire Agreement: Waiver of Breach
This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreement or understanding among them in respect of the
subject matter hereof, a nd there are no other agreements, written or oral, nor
may the Agreement be modified except in writing and executed by all of the
parties hereto; and no waiver of any breach or condition of this Agreement shall
be deemed to have occurred unless such waiver is in writing, signed by the party
against whom enforcement is sought, and no waiver shall be claimed to be a
waiver of any subsequent breach or condition of a like or different nature.
13. No Third Party Beneficiaries
The provisions of this Agreement are for the exclusive benefit of the parties
who are signatories hereto and their permitted successors and assigns, and no
third party shall be a beneficiary or have any rights by virture of this
Agreement.
14. Assignment: Binding Effect
This Agreement, including both its obligations and benefits, shall inure to the
benefit of, and be binding on the respective permitted assigns, transferees,
successors and heirs of the parties. This Agreement may not be assigned or
transferred in whole or in part by any party without the prior written consent
of all other parties.
15. Material Adverse Effect
As used in this Agreement, "Material Adverse Effect" with respect to a party
means any change in or effect on, the business conducted by such party that is,
or is reasonably likely to be materially advise to (i) the business result of
operations, prospectus or conditions (financial or otherwise) of such party and
its subsidiaries, taken as a whole, or (ii) the assets and properties used or
useful in the conduct of the business of such party and its Subsidiaries, taken
as a whole.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the
internal laws of the Province of British Columbia, determined without regard to
its conflicts of law principles. All parties hereto (i) agree that any legal
suit, action or proceeding arising out of or relating to this Agreement shall be
instituted only in a federal or state court in Province of British Columbia,
(ii) waive any objection which they may now or hereafter have to the laying of
the venue of any such suite, action or proceeding, and (iii) irrevocably submit
to the exclusive jurisdiction of such federal or state court in the Province of
British Columbia in any such suite, action or proceeding, bus such consent shall
not constitute a general appearance or be available to any other person who is
not a party to this Agreement.
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17. Counterparts
This Agreement may be executed in duplicate facsimile counterparts, each of
which shall be deemed an original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to each party hereto.
18. Severability
If any provision of the Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.
19. Restrictive Legend
Each certificate representing shares of Laredo Common Stock being issued to the
Sellers shall bear the following legend in addition to such other restrictive
legends as may be required by law or as mutually agreed by all parties hereto:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws, and no sale or transfer
thereof may be effected without an effective registration
statement or an opinion of counsel of the holder, satisfactory to
Laredo Investments Corp., that such registration is not required
under the Act and any applicable state securities laws", and
"Control Block" will be stamped on the certificates.
20. Number and Gender
Wherever from the context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural, and pronouns
state in either the masculine, the feminine or the neuter gender shall include
the masculine, feminine and neuter.
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21. Expenses: Transfer Taxes, Etc.
Whether or not the transaction contemplated by this Agreement shall be
consummated, each party agrees that all fees and expenses incurred by each of
them in connection with this agreement shall be borne by each of them
respectively, and no party shall be liable for the expenses of any other party
hereunder.
IN WITNESS WHEREOF, the parties hereto have set their hands and deals as of the
date and year above first written.
LAREDO INVESTMENTS CORP., By its Authorized Signatory:
/S/ Xxxx X. Xxxxxxx
-------------------
Print Name: Xxxx X. Xxxxxxx
GFR NUTRITIONALS LTD.
By its Authorized Signatory:
/s/ Xxxxxxx Xxxxxx
------------------
Print Name: Xxxxxxx Xxxxxx
SELLERS:
WITNESS:
/s/ Xxxxxxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxx
------------------------ ---------------
Xxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------ ---------------
Xxxxxxx Xxxxxx Xxxxx Xxxxx
13
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