SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made effective this 31st day of March, 2003.
BETWEEN:
ACHIEVERS PUBLISHING INC., a company incorporated pursuant
to the laws of British Columbia with an office located at 000
Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0;
(the "Company")
OF THE FIRST PART
AND:
ARTO TAVUKCIYAN, the sole registered shareholder of ACHIEVERS
PUBLISHING INC.;
(the "Vendors")
OF THE SECOND PART
AND:
ACHIEVERS MAGAZINE INC., a company incorporated pursuant to
the laws of Nevada with an office located at 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Purchaser")
OF THE THIRD PART
WHEREAS:
A. The Vendor is the registered owner of all of the issued and
outstanding shares in the capital of the Company, being
one hundred common shares without par value (the "Shares");
B. The Vendor has agreed to sell and the Purchaser has agreed to
purchase the Shares upon the following terms and conditions;
and
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. COMPANY'S AND VENDOR'S REPRESENTATIONS
The Company and the Vendor, jointly and severally, represent
and warrant to the Purchaser now and at the closing that:
(a) the authorized capital of the Company consists of
100,000,000 common shares without par value of which one
hundred common shares are issued as fully paid and
non-assessable;
(b) the Vendor is the registered holder of the Shares. The
beneficial owners of the Shares are the Vendor (as to 84 of
the Shares) and Xxxx Xxxxxxxxxxx (as to 16 of the Shares).
(c) the Vendor has fully authority to transfer all of the
Shares, including those beneficially owned by Xxxx
Xxxxxxxxxxx, to the Purchaser in accordance with the terms of
this Agreement.
(d) the Shares are validly issued and are free and clear of
all liens, charges and encumbrances;
(e) no person, firm or corporation has any written or
verbal agreement or option, understanding or commitment or any
right or privilege capable of becoming an agreement for the
purchase of the Shares, or any right capable of becoming an
agreement for the purchase, subscription or issuance of any
securities in the capital of the Company;
(f) no dividends or other distribution on the Shares in
the capital has been made, declared or authorized since
incorporation;
(g) the Company is a company duly incorporated under the
Company Act of British Columbia is duly organized, validly
exists and is in good standing under the laws of British
Columbia;
(h) the Vendor has good and sufficient right and authority
to enter into this Agreement on the terms and conditions
herein set forth and to transfer the legal title and
beneficial ownership of the Share to the Purchaser;
(i) the Company has good and marketable title to all of its
assets, all of which assets are free and clear of all liens,
charges and encumbrances;
(j) the performance of this Agreement will not be in
violation of the Memorandum or Articles of the Company or any
of Agreement to which the Vendor is a party and will not give
any person or company any right to terminate or cancel any
agreement or any right enjoyed by the Company 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 Share or the Company's assets;
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(k) there has been no act of God, damage, destruction,
loss, labour disruption or trouble, or other event (whether or
not covered by insurance) materially and adversely affecting
any of the Assets or the organization, operations, affairs,
business, properties, prospects or financial condition or
position of the Company's business operations;
(l) the Company holds all permits, licences, registrations
and authorizations necessary to own and operate the Assets
and carry on its business;
(m) the Assets constitute all of the rights, assets and
properties that are usually and ordinarily used or held for
use in connection with or otherwise related to the operation
of the Company's business;
(n) the corporate records and minute books of the Company
contain complete and accurate minutes of all meetings of the
directors and shareholders of the Company held since
incorporation;
(o) all tax returns and reports of the Company required
by law to be filed prior to the date hereof have been filed
and are substantially true, complete and correct;
(p) the Company has not, directly or indirectly, materially
increased or agreed to increase the salary, pay, fringe
benefits or other compensation of, or paid or agreed to pay
any pension, bonus, share or profits or other benefit,
compensation or payment to, or for the benefit of, any
officers, employees or agents of its business, save and except
remuneration paid to employees of the business in the usual
and ordinary course of the operation of the business;
(q) the Company has not, directly or indirectly, engaged or
entered into any transaction or incurred any liability or
obligation which might materially and adversely affect any of
the Assets or the organization, operations, affairs, business,
properties, prospects or financial condition or position of
the Company's business;
(r) there is no indebtedness of the Company or the Vendor
to any person which might, by operation of law or otherwise,
now or hereafte constitute or be capable of forming an
encumbrance upon any of the Assets
(s) the accounting records of the Company fairly and
correctly set out and disclose in all material respects, in
accordance with generally accepted accounting principles in
Canada, consistently applied, the financial position and
condition of the Company and all material financial
transactions of the Company relating to the business have been
accurately recorded in its records;
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(t) no action, suit, judgment, investigation, inquiry,
assessment, reassessment, litigation, determination or
administrative or other proceeding or arbitration before or of
any court, arbitrator or governmental authority is in process,
or pending or threatened, against or relating to the Company's
business or any of the Assets and no state of facts exists
which could constitute the basis therefor;
(u) the Vendor has no knowledge of any occurrences or
events which have, or might be reasonably expected to have a
material adverse effect on the Company's business or its
results of operations.
(v) the Company's business complies with all applicable
laws, including all environmental, health and safety statutes
and regulations;
(w) all outstanding forward commitments by or on behalf of
the Company for the purchase or sale of its inventory have
been made in accordance with established price lists of the
Company or its suppliers;
(x) there has not been any default in any term, condition,
provision or obligation to be performed under any material
contract to which the Company is a party, each of which is in
good standing, in full force and effect;
(y) there is no written, oral or implied agreement, option,
understanding or commitment or any right or privilege capable
of becoming any of the same, for the purchase from the Company
of its business or any of the Assets, other than purchase
orders accepted by the Company in the usual and ordinary
course of the operation of its business;
(z) none of the Assets is in any respect infringing the
right of any person under or in respect of any patent, design,
trade xxxx, trade name, copyright or other industrial or
intellectual property;
(aa) the Company has not made any collective bargaining
agreement or other agreement with a trade union, labour union
or other employees' association and the Company is not aware
of any current attempt to organize or establish any trade
union, labour union or other employees' association in
connection with the business; and
(bb) neither the Company nor the Vendor has any information
or knowledge of any fact relating to the Company's business the
Assets or any indebtedness of the business or the transactions
contemplated hereby which might reasonably be expected to
affect, materially and adversely, any of the Assets or the
organization, operations, affairs, properties, prospects or
financial condition or position of the business.
2. PURCHASER'S REPRESENTATIONS
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The Purchaser represents and warrants to the Vendor now and at
closing that:
(a) the Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of Nevada;
(b) as of the date of this Agreement, the Purchaser's
authorized share capital consists of 75,000,000 shares of
common stock with par value of $0.001 per share, of which
1,575,000 shares of common stock are issued and outstanding as
fully paid and non-assessable shares;
(c) the Vend-In Shares (as defined below) will, upon
issuance, be validly issued, non-assessable and free and
clear of all liens, charges and encumbrances;
(d) the Articles and Bylaws of the Purchaser permit its to
carry on its present and intended businesses, including the
business currently conducted by the Vendor;
(e) The corporate records and minute books of the Purchaser
contain complete and accurate minutes of all meetings of the
directors and shareholders of the Purchaser held since
incorporation;
(f) the Purchaser has no knowledge of any:
(i) actions, suits, investigations or proceedings against
the Purchaser which are in progress, pending or
threatened;
(ii) outstanding judgments of any kind against the
Purchaser; or
(iii) occurrences or events which have, or might reasonably
be expected to have, a material adverse effect on the
Purchaser's intended business.
(g) the Purchaser has no subsidiaries and owns no interest in any
corporation, partnership, proprietorship or any other
business entity;
(h) the Purchaser is not a party to any contracts, leases,
licenses, commitments and other agreements relating to its
assets or its business; amd
(i) There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or
governmental or regulatory body involving the Purchaser. No
suit, action or legal, administrative, arbitration or other
proceeding or reasonable basis therefor, or, to the best of
the Purchaser's knowledge, no investigation by any
governmental agency, pertaining to the Purchaser or its assets
is pending or has been threatened against the Purchaser which
could adversely affect the financial condition or prospects of
the Purchaser or the conduct of the business thereof or any of
the Purchaser's assets or materially adversely affect the
ability of the Purchaser to consummate the transactions
contemplated by this Agreement.
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3. EFFECT OF REPRESENTATIONS
3.1 The representations and warranties of the Company, the
Vendor and the Purchaser (the "Parties") set out above form a part of this
Agreement and are conditions upon which the Parties have relied in entering into
this Agreement and shall survive the acquisition of the Shares by the Purchaser.
3.2 The Parties will indemnify and save each other harmless from
all loss, damage, costs, actions and suits arising out of or in connection with
any breach of any representation, warranty, covenant, agreement or condition
made by it and contained in this Agreement.
4. PURCHASE AND SALE OF SHARES
The Purchaser hereby agrees to purchase from the Vendor and
the Vendor hereby agrees to sell to the Purchaser an undivided
100% right, title and interest in and to the Shares in
consideration of the Purchaser issuing 1,000,000 shares of
common stock (the "Vend-In Shares") to the following persons
at Closing:
(a) 840,000 shares of common stock to the Vendor; and
(b) an additional 160,000 shares of common stock to Xxxx
Xxxxxxxxxxx.
5. CLOSING
The sale and purchase of the Shares shall be closed at the
office of the Purchaser at 10:00 A.M. (Pacific standard time) on March 31, 2004
or on such other date or at such other place as may be agreed upon by the
parties (the "Closing Date" or "Closing").
6. ACTIONS BY THE PARTIES PENDING CLOSING
From and after the date hereof and until the Closing Date, the
Vendor and the Purchaser covenant and agree that:
(a) the Purchaser, and its authorized representatives,
shall have full access during normal business hours to all
documents of the Company and shall have full access to inspect
the Assets, and the Vendor shall furnish to the Purchaser or
its authorized representatives all information with respect to
the Company as the Purchaser may reasonably request;
(b) the Vendor, and his authorized representatives, shall
have full access during normal business hours to all documents
relating to the Purchaser's affairs that the Vendor may
reasonably request; and
(c) the Company shall not enter into any contract or
commitment to purchase or sell any interest in the Assets
without the prior written consent of the Purchaser.
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7. CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS
Each and every obligation of the Vendor 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 Vendor:
(a) The representations and warranties made by the
Purchaser 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; and
(b) The Purchaser shall deliver to the Vendor:
(i) certificates representing 1,000,000 shares of common
stock in the capital of the Purchaser registered and
issuable as follows:
Arto Tavukciyan 840,000
Xxxx Xxxxxxxxxxx 160,000
(ii) a copy of resolutions of the Purchaser's Board of
Directors authorizing the execution of this
Agreement, the acquisition of the Shares and the
issuance of the Vend-In Shares.
7. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of the Purchaser 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 Purchaser:
(a) The representations and warranties made by the Company
and the Vendor 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) The Vendor shall deliver to the Purchaser:
(i) certificates representing the Shares issued in the
name of the Vendor accompanied by duly executed
irrevocable stock power of attorney to transfer the
Shares to the Purchaser; and
(ii) a copy of resolutions of the Company's Board of
Directors authorizing the transfer of the Shares
from the Vendor to the Purchaser and the issuance of
the Shares in the name of the Purchaser.
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8. FURTHER ASSURANCES
The Parties covenant and agree to do such further acts and
execute and 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. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. 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.
12. 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.
13. 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 laws prevailing in the Province of British
Columbia. The parties agree to attorn to the jurisdiction of the Courts of the
Province of British Columbia.
14. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
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IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
ACHIEVERS PUBLISHING INC. ACHIEVERS MAGAZINE INC.
per: /s/ Arto Tavukciyan per: /s/ Arto Tavukciyan
------------------------ -------------------------
Authorized Signatory Authorized Signatory
/a/ Arto Tavukciyan
-----------------------
Arto Tavukciyan
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