AGREEMENT AND PLAN OF REORGANIZATION
This Agreement is made as of the 20th day of May, 1997 by and among
Global Media Corp., a Nevada corporation (hereinafter referred to as
"Global"), Westcoast Wireless Cable Ltd., a British Columbia corporation
(hereinafter referred to as "WWC"), and is based on the following:
PREMISES
A. This Agreement provides for the exchange of all of the
outstanding common stock of WWC for shares of common voting stock of
Global, all for the purpose of effecting a tax-free reorganization pursuant
to Sections 354, 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code
of 1986, as amended.
B. The Boards of Directors of WWC and Global have agreed, subject to
the conditions set forth in this Agreement, and by these premises do hereby
evidence their agreement, that it is desirable and in the best interests of
said corporations and their stockholders, that WWC be held as a wholly-owned
subsidiary of Global. This Agreement is being entered into for the
purposes of setting forth the terms and conditions of the exchange of the
shares of WWC into shares of Global.
AGREEMENT
Now, therefore, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby agreed as
follows:
ARTICLE 1
REPRESENTATIONS, COVENANTS AND WARRANTIES OF GLOBAL
As an inducement to, and to obtain the reliance of WWC, Global
represents and warrants as follows:
1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Global (i) is a
corporation duly organized, validly existing and in good standing under the
law of the State of Nevada; (ii) is qualified or authorized to do business
as foreign corporations and are in good standing in all jurisdictions in
which qualification or authorization may be required; and (iii) has all
requisite corporate power and authority, licenses and permits to own or
lease and operate their properties and carry on their business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
1.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Prior to execution of
this Agreement by both parties Global has furnished to WWC's
representatives complete and correct copies of (i) their Certificates of
Incorporation, as amended to date, and (ii) their Bylaws, as
amended to date. Global's Certificate of Incorporation and Bylaws are in
full force and effect, and they are not in violation of any of the
provisions thereof.
1.3 CAPITALIZATION. The authorized capital stock of Global consists
solely of 200,000,000 shares of Common Stock, $0.001 par value, (the
"Global Common Stock"), of which, on the date hereof 10,000,000 shares are
issued and outstanding and no shares are held in the treasury of Global.
At the Closing of this Agreement, 8,000,000 shares of Global Common Stock
will have been lawfully and validly issued to the Shareholder of WWC. All
of such issued and outstanding shares of the Global Common Stock have been
duly authorized and validly issued and are fully paid and non-assessable
with no personal liability attaching to the ownership thereof and were not
issued in violation of the preemptive or other rights of any person.
1.4 OPTIONS, WARRANTS, RIGHTS, ETC. Global does not have outstanding
any option, warrant or other right to purchase or convert any obligation
into, any shares of Global Common Stock, nor any instruments or obligations
to confer or create such rights.
1.5 SUBSIDIARIES. Global has no subsidiaries and Global does not own
a controlling interest in any capital stock of any corporation.
1.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Global.
1.7 TAX MATTERS. On or before Closing, Global will have prepared and
filed with the appropriate United States, state and local governmental
agencies, and all foreign countries and political subdivisions thereof, all
tax returns required to be filed; Global will have paid all taxes shown on
such tax returns to be payable or which have become due pursuant to any
assessment, deficiency, notice, 30-day letter or similar notice received by
it; and the provisions for income taxes payable in the Balance Sheets of
Global delivered to WWC are sufficient for all accrued and unpaid taxes,
whether or not disputed and for all periods to and including the date of
such Balance Sheet. On or before Closing, Global will provide true and
accurate copies of all tax returns filed for the last three fiscal years,
together with a balance sheet and income statement as of the date of this
Agreement. The balance sheet and income statement of Global shall be
updated through Closing.
1.8 COMPLIANCE WITH APPLICABLE LAWS. The conduct by Global of their
business does not violate or infringe on any domestic (federal, state or
local) or foreign law, statute, ordinance or regulation now in effect, or,
to the knowledge of Global proposed to be adopted, the enforcement of which
would materially and adversely affect its business or the value of its
properties or assets.
1.9 LITIGATION. There is no material claim, action, suit,
proceeding, arbitration, investigation or inquiry pending before any
federal, state, municipal, foreign or other court or governmental or
administrative body or agency, or any private arbitration tribunal, or to
the knowledge of Global, threatened, against, relating to or affecting
Global or any of their properties or business, or the transactions
contemplated by this Agreement; nor to the knowledge of Global is there any
basis for any such material claim, action, suit, proceeding,
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arbitration, investigation or inquiry which may have any adverse effect
upon the assets, properties or business of Global, or the transactions
contemplated by this Agreement. Neither Global nor any officer, director,
partner or employee of Global, have been permanently or temporarily
enjoined by order, judgment or decree of any court or other tribunal or any
agency from engaging in or continuing any conduct or practice in connection
with the business engaged in by Global. There is not in existence at
present any order, judgment or decree of any court or other tribunal or any
agency enjoining or requiring Global to take any material action of any
kind or to which Global or their respective business, properties or assets
are subject or bound. Global is not in default under any order, license,
regulation or demand of any federal, state or municipal or other
governmental agency or with respect to any order, writ, injunction or
decree or any court which would have a materially adverse impact upon
Global's operations or affairs.
1.10 OTHER INFORMATION. Global does not presently have any material
contractual commitments, non-executive officer employees or employee
benefit commitments. In addition, none of the information and documents
made or to be made available by Global or any of its representatives to WWC
or any of its representatives in connection with the transactions
contemplated by this Agreement is materially false or misleading or
contains any material misstatements of fact or omits any material fact
necessary to be stated in order to make the statements therein not
misleading.
1.11 FINANCIAL STATEMENTS. Global has delivered or will deliver prior
to Closing, to WWC financial statements for its most recent fiscal year
ended December 31, 1996. These financial statements have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with that of prior years or periods, are correct and complete
and fairly present the financial position and results of operations of
Global as of the date thereof and for the periods indicated in such
statements. The Balance Sheets of Global included in the statements make
full and adequate provisions for all obligations, liabilities or
commitments (fixed and contingent) of Global as of their respective dates.
As of the date of such financial statements, Global has no obligations,
liabilities or commitments (fixed or contingent) not required to be
reserved against in the foregoing financial statements or disclosed in the
notes thereto in accordance with generally accepted accounting principles,
except the transactions contemplated by this Agreement.
1.12 NO ADVERSE CHANGES. Since the date of Global's most recent
financial statements, there has been no material adverse change in Global's
financial condition, assets, liabilities, or business.
1.13 SHAREHOLDER LIST. Upon the closing of this Agreement, Global
shall furnish to WWC a true and complete list of all shareholders of
Global, including name, address, telephone number, and relationship of any
beneficial or indirect interests known to Global or its officers,
directors, or advisors, of greater than 5,000 shares individually and/or in
the aggregate of such beneficial or indirect interests.
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ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WWC
As an inducement to, and to obtain the reliance of Global, WWC
represents and warrants as follows:
2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. WWC (i) is a
corporation duly organized, validly existing and in good standing under the
laws of the Province of British Columbia and (ii) has all requisite
corporate power and authority, licenses, permits and franchises to own or
lease and operate its properties and carry on its business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
2.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Upon execution of this
Agreement by both parties, WWC will furnish to Global's representatives a
complete and correct copy of (i) WWC's Certificate of Incorporation, as
amended to date; and (ii) WWC's Bylaws, as amended to date. WWC's
Certificate of Incorporation and Bylaws are in full force and effect, and
WWC is not in violation of any of the provisions thereof.
2.3 CAPITALIZATION. By Closing the authorized capital stock of WWC
will consist solely of 10,000 Class A Common Shares with a par value of
$0.01 per share; 10,000 Class B Common Shares without par value; 10,000
Class C Common Shares with a par value of $1.00 per share; 10,000 Class D
Common Shares with a par value of $1.00 per share; 100,000 Class E
Preferred Shares with a par value of $100.00 per share; 100,000 Class F
Preferred Shares with a par value of $0.01 per share; 100,000 Class G
Preferred Shares with a par value of $0.01 per share; and 100,000 Class H
Preferred Shares with a par value of $0.01 per share. As of the date
hereof one (1) share of Class A Common Stock is issued and outstanding and
no shares are held in the treasury of WWC. All of such issued and
outstanding shares of WWC Common Stock have been duly authorized and
validly issued and are fully paid and non-assessable with no personal
liability attaching to the ownership thereof.
2.4 OPTIONS, WARRANTS, RIGHTS, ETC. WWC does not have outstanding
any option, warrant or other right to purchase or convert any obligation
into, any shares of the WWC Common Stock, nor any instruments or
obligations to confer or create such rights.
2.5 SUBSIDIARIES. WWC does not have any subsidiaries and does not
own a controlling interest in any capital stock of any corporation.
2.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by WWC.
2.7 FINANCIAL STATEMENTS. WWC has delivered or will deliver prior to
Closing, to Global financial statements for its most recent fiscal year
ended July 31, 1996. These financial statements have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with that of prior years or periods, are correct and complete
and fairly present the financial position and results of operations of WWC
as of
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the date thereof and for the periods indicated in such statements. The
Balance Sheets of WWC included in the statements make full and adequate
provisions for all obligations, liabilities or commitments (fixed and
contingent) of WWC as of their respective dates. As of the date of such
financial statements, WWC has no obligations, liabilities or commitments
(fixed or contingent) not required to be reserved against in the foregoing
financial statements or disclosed in the notes thereto in accordance with
generally accepted accounting principles, except the transactions
contemplated by this Agreement.
2.8 MATERIAL CONTRACTS. There has not occurred any default by WWC or
any event which with the lapse of time or the election of any person other
than WWC, or any combination thereof, will become a default, except
defaults, if any, which will not result in any material loss to or
liability of WWC.
2.9 PERMITS, LICENSES, ETC. WWC has all permits, licenses, orders
and approvals of federal, state, local or foreign governmental or
regulatory bodies that are required in order to permit it to carry on its
business as presently conducted.
2.10 COMPLIANCE WITH APPLICABLE LAWS. The conduct by WWC of its
business does not violate or infringe upon any domestic (federal, state or
local) or foreign law, statute, ordinance or regulation now in effect, or,
to the knowledge of WWC, proposed to be adopted, the enforcement of which
would materially and adversely affect its business or the value of its
properties or assets.
2.11 LITIGATION. There is no material claim, action, suit,
proceeding, arbitration, investigation or inquiry pending before any
federal, state, municipal, foreign or other court or governmental or
administrative body or agency, or any private arbitration tribunal, or to
the knowledge of WWC threatened, against, relating to or affecting WWC or
any of its properties or business, or the transactions contemplated by this
Agreement; nor to the knowledge of WWC is there any basis for any such
material claim, action, suit, proceeding, arbitration, investigation or
inquiry which may have any adverse effect upon the assets, properties or
business of WWC, or the transactions contemplated by this Agreement.
Neither WWC nor any officer, director, partner or employee of WWC, has
been permanently or temporarily enjoined by order, judgment or decree of
any court or other tribunal or any agency from engaging in or continuing
any conduct or practice in connection with the business engaged in by WWC.
There is not in existence at present any order, judgment or decree of any
court or other tribunal or any agency enjoining or requiring WWC to take
any material action of any kind or to WWC or its respective business,
properties or assets are subject or bound. WWC is not in default under any
order, license, regulation or demand of any federal, state or municipal or
other governmental agency or with respect to any order, writ, injunction or
decree of any court which would have a materially adverse impact upon WWC's
operations or affairs.
2.12 OTHER INFORMATION. None of the information and documents which
have been furnished or made available by WWC or any of its representatives
to Global or any of their representatives in connection with the
transactions contemplated by this Agreement is materially false or
misleading or contains any material misstatements of fact or omits any
material fact necessary to be stated in order to make the statements
therein not misleading.
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2.13 INVESTMENT REPRESENTATION. The WWC shareholder is acquiring the
shares of Global Common Stock issuable hereunder for his own account and
agrees not to distribute such Shares within the meaning of the Securities
Act of 0000 (xxx 0000 Xxx) unless an appropriate registration statement has
been filed with the SEC or unless an exemption from registration under the
1933 Act is available according to opinion of counsel for Global. Each
certificate for Shares shall be stamped or otherwise imprinted with the
following or a substantially similar legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") nor any
state securities laws. These shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an opinion of
counsel acceptable to Global that an exemption from such
registration is available."
By execution of this Agreement the WWC shareholder represents that he
has sufficient investment sophistication and ability to take the financial
risks associated with this transaction and those representations contained
in this Section 2.13, which meet the standards for availability of an
exemption from the registration requirements of the 1933 Act and from the
registration and/or qualification requirements of any other applicable
securities law. The foregoing notwithstanding, the Shares issuable
hereunder may be registered in the name of or transferred to family
members, trusts and other related parties.
ARTICLE 3
PLAN OF EXCHANGE
3.1 THE EXCHANGE. The issued and outstanding shares of common stock
of WWC shall be converted into shares of Global Common Stock as follows:
(a) The single share of WWC Common Stock outstanding on the
Closing Date shall be converted into 8,000,000 shares of Global Common
Stock. The exchanged Global Common Stock shall thereupon be validly
issued and outstanding, fully paid, and non-assessable and shall not
be liable to any further call, nor shall the holder thereof be liable
for any further payments with respect thereto.
(b) At the Closing the holder of the outstanding certificate
which prior thereto represented shares of WWC Common Stock shall on
surrender said certificate and receive in exchange therefor a
certificate or certificates representing the 8,000,000 shares of
Global Common Stock.
(c) As additional consideration of the single share of WWC
Common Stock, Global shall pay $100,000.00 U.S. To the WWC Shareholder
at closing.
3.2 CLOSING. The Closing of the transactions contemplated by this
Agreement shall take place on such date as may be agreed upon by the
parties, but no later than May 30,
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1997 (herein called the "Closing Date"), at the offices of WWC, 000-0000
Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, X.X. X0X 0X0 or such other time and
location as the parties may mutually agree.
3.3 CLOSING EVENTS. At the Closing, each of the respective parties
hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any agreements, resolutions, or
other instruments required by this Agreement to be so delivered at or prior
to the Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order
to effectuate or evidence the transactions contemplated hereby.
3.4 DIRECTORS OF GLOBAL. Effective on the Closing Date of this
transaction, the Board of Directors of Global shall consist of the
individuals named by WWC in Section 3.5 hereof, and the existing directors
of Global and any others shall have submitted their resignations to take
effect at closing.
3.5 OFFICERS OF GLOBAL. Effective on the Closing Date of this
transaction all existing executive officers and employees of Global shall
have submitted their resignations effective on Closing, and the Board shall
have elected new officers of Global to consist of the following persons:
NAME OFFICE
Xxxxxxx Xxxxxxxx President, Chief Executive Officer
Secretary
Executive Vice President, Chief Financial
Officer, Treasurer
ARTICLE 4
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
4.1 WWC'S CLOSING CONDITIONS. The obligations of WWC hereunder are
subject to fulfillment prior to or at the Closing of each of the following
conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before May 30, 1997.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Global made pursuant to Article 2.1 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Global shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
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(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of Global, any
materially adverse change in Global's financial condition, assets,
liabilities or business.
4.2 GLOBAL'S CLOSING CONDITIONS. The obligations of Global hereunder
are subject to fulfillment prior to or at the Closing of each of the
following conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before May 30, 1997.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of WWC made pursuant to Section 2.2 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. WWC shall have performed and complied with all
agreements and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of WWC, any materially
adverse change in WWC's financial condition, assets, liabilities or
business.
ARTICLE 5
MISCELLANEOUS
5.1 EXPENSES AND FURTHER ASSURANCES. The parties hereto shall
each bear their respective costs and expenses incurred in connection
with the transactions contemplated by this Agreement. Each party
hereto will use its best efforts provide any and all additional
information, execute and deliver any and all documents or other
written material and perform any and all acts necessary to carry-out
the intent of this Agreement.
5.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
of the representations, warranties and covenants made as of the date
of this Agreement and as of Closing, shall survive the closing of this
transaction.
5.3 SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements in this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, representatives, successors and assigns whether so expressed or
not.
5.4 GOVERNING LAW. This Agreement is to be governed by and
interpreted under the laws of the State of Nevada, without giving
effect to the principles of conflicts of laws thereof.
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5.5 SECTION AND OTHER HEADINGS. The section and other headings
herein contained are for convenience only and shall not be construed as
part of this Agreement.
5.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute but one and the same
instrument.
5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified, except by a written agreement signed by all parties
hereto.
5.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffectual to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.
5.9 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until this Agreement has been consummated, or for a period
of one (1) year from the date of this Agreement if the transaction
contemplated by this Agreement is not consummated it and its
representatives will hold in strict confidence all data and information
obtained with respect to the other party from any representative, Officer,
Director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or disclose the same to others, except: (i) to the extent such data or
information has theretofore been publicly disclosed, is a matter of public
knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective Officers, hereunto duly
authorized, as of the date first above written.
Global Media Corp. Westcoast Wireless Cable, Ltd.
By: /s/ By: /s/ XXXXXXX XXXXXXXX
----------------------------- ------------------------------
President Xxxxxxx Xxxxxxxx,
President and Sole Shareholder
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