EXHIBIT 2.7
TRANSFER AGREEMENT
(SHARE EXCHANGE)
(CORPORATION-STOCK-POOLING)
THIS TRANSFER AGREEMENT (this "Agreement") is entered into as of
May 22, 1997 by and among PREMIERE TECHNOLOGIES, INC. ("Premiere"), a
corporation organized and existing under the laws of Georgia, VOICE SYSTEMS OF
GREATER DAYTON, INC. (the "Company"), a corporation organized and existing under
the laws of Ohio (the "Company Jurisdiction"), and the party or parties listed
on the signature pages hereto as the owners of the Company (whether one or more,
referred to as the "Owners").
BACKGROUND
This Agreement provides for the acquisition of the Company by Premiere
pursuant to a share exchange in which Premiere will issue shares of its Common
Stock for the stock of the Company held by the Owners (the "Share Exchange").
The respective Boards of Directors of Premiere and the Company have approved the
terms and conditions set forth in this Agreement. This Agreement provides for
all of the Owners' equity interests in the Company to be exchanged for the
consideration described below in the Share Exchange.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. The Uniform Terms and Conditions attached hereto as EXHIBIT A (the
"Uniform Terms") are hereby made a part of and incorporated herein as if fully
restated herein. Capitalized terms used and not defined herein shall have the
meanings provided in the Uniform Terms. The Transfer Agreement shall control in
the event of any conflict with any provision of the Uniform Terms.
2. The consideration for the Share Exchange will be determined in
accordance with the following provisions of the Uniform Terms: Article 10,
entitled "Share Exchange," and Section 11.2, entitled "Share Exchange (Stock
Consideration)." The following provisions of the Uniform Terms shall not apply:
Section 10.3, entitled "Share Exchange (Cash Consideration)," Article 11,
entitled "Forward Triangular Merger," and Article 12, entitled "Reverse
Triangular Merger."
3. It is the intention of the parties hereto that the business combination
to be effected by the Share Exchange be accounted for as a pooling of interests.
4. It is the intention of the parties hereto that the form of the
transactions with respect to the Share Exchange and the Company and Premiere
shall qualify as a "reorganization" within the meaning of Section 368(a)(1)(B)
of the Code for federal income tax purposes.
5. "Deductible Amount" shall mean $5,000.
6. "Multiple" shall mean 6.
7. "Reference Number" shall mean $106,430.
8. Xxxxxx X. Xxx shall serve as the Owner's Representative under the
terms of Section 8.2. of the Uniform Terms.
9. EXHIBIT 5.10. (Additional Deliveries)
[none]
10. EXHIBIT 6.1.2. (Additional Indemnification Matters)
[none]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.
PREMIERE:
PREMIERE TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Senior Vice President-Finance and Legal
COMPANY:
VOICE SYSTEMS OF GREATER DAYTON, INC.
/s/ Xxxxxx X. Xxx
--------------------------------------------
By: Xxxxxx X. Xxx
Its: President
OWNER:
/s/ Xxxxxx X. Xxx
--------------------------------------------
Xxxxxx X. Xxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
2
TRANSFER AGREEMENT
(FORWARD TRIANGULAR MERGER)
(CORPORATION-POOLING)
THIS TRANSFER AGREEMENT (this "Agreement") is entered into as of
May 22, 1997 by and among PREMIERE TECHNOLOGIES, INC. ("Premiere"), a
corporation organized and existing under the laws of Georgia, PREMIERE
ACQUISITION CORPORATION , a corporation organized under the laws of Georgia
("Merger Corp"), L'HARBOT, INC. (the "Company"), a corporation organized and
existing under the laws of Ohio (the "Company Jurisdiction"), and the party or
parties listed on the signature pages hereto as the owners of the Company
(whether one or more, referred to as the "Owners").
BACKGROUND
This Agreement provides for the acquisition of the Company by Premiere
pursuant to a forward triangular merger in which Premiere will issue shares of
its Common Stock as the consideration for a merger of the Company with and into
Merger Corp (the "Merger"). The respective Boards of Directors of Premiere and
the Company have approved the terms and conditions set forth in this Agreement.
This Agreement provides for all of the Owners' equity interests in the Company
to be exchanged for the consideration described below in the Merger.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. The Uniform Terms and Conditions attached hereto as EXHIBIT A (the
"Uniform Terms") are hereby made a part of and incorporated herein as if fully
restated herein. Capitalized terms used and not defined herein shall have the
meanings provided in the Uniform Terms. The Transfer Agreement shall control in
the event of any conflict with any provision of the Uniform Terms.
2. The consideration for the Merger for all shareholders who own 3 or more
shares of Common Stock of will be determined in accordance with the following
provisions of the Uniform Terms: Article 11, entitled "Forward Triangular
Merger," and, as to such shareholders, Section 11.2, entitled "Forward
Triangular Merger (Stock Consideration)." The following provisions of the
Uniform Terms shall not apply as to such shareholders: Section 11.3, entitled
"Forward Triangular Merger (Cash Consideration)," Article 10, entitled "Share
Exchange," and Article 12, entitled "Reverse Triangular Merger."
3. The consideration for the Merger for all shareholders who own 2 or
fewer shares of Common Stock of will be determined in accordance with the
following provisions of the Uniform Terms: Article 11, entitled "Forward
Triangular Merger," and, as to such shareholders, Section 11.3, entitled
"Forward Triangular Merger (Cash Consideration)." The following provisions of
the Uniform Terms shall not apply as to such shareholders: Section 11.2,
entitled "Forward Triangular Merger (Stock Consideration)," Article 10, entitled
"Share Exchange," and Article 12, entitled "Reverse Triangular Merger."
4. It is the intention of the parties hereto that the business combination
to be effected by the Merger be accounted for as a pooling of interests.
5. It is the intention of the parties hereto that the form of the
transactions with respect to the Merger and the Company and Premiere shall
qualify as a "reorganization" within the meaning of Section 368(a)(1)(B) of the
Code for federal income tax purposes.
6. "Deductible Amount" shall mean $5,000.
7. "Multiple" shall mean 6.
8. "Reference Number" shall mean $224,019.
9. Xxxxxx X. Xxx shall serve as the Owner's Representative under the terms
of Section 8.2 of the Uniform Terms.
10. The parties acknowledge and agree that that certain account payable
owed by the Company to VTE in an amount of approximately $900, which by its
terms was not payable in 30 days, shall not be considered an account payable
over thirty days old for purposes of determining the consideration issuable in
the Merger.
11. The parties acknowledge and agree that if either Xxxxxx X. Xxx or
Xxxxxx X. Xxx ceases to be an employee of the Company, Premiere or an affiliate
of Premiere following the Closing, then such person shall have the right to
purchase the laptop computer then being used by such person in the course of his
or her employment for an amount equal to the fair market value thereof. In the
event of such a purchase, the purchaser shall provide to the Company or Premiere
copies of all Company- or Premiere-related data, files and other information
stored in any manner on such computer and, following the delivery of such
copies, shall delete all such Company- or Premiere-related information from such
computer's memory and hard drive.
12. EXHIBIT 5.10. (Additional Deliveries)
[none]
13. EXHIBIT 6.1.2. (Additional Indemnification Matters)
[none]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.
PREMIERE:
PREMIERE TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Senior Vice President-Finance and Legal
MERGER CORP
PREMIERE ACQUISITION CORPORATION
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Senior Vice President-Finance and Legal
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COMPANY:
L'HARBOT, INC.
/s/ Xxxxxx X. Xxx
--------------------------------------------
By: Xxxxxx X. Xxx
Its: President
OWNER:
/s/ Xxxxxx X. Xxx
--------------------------------------------
Xxxxxx X. Xxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
/s/ Xxxxxxx X. Xxx
--------------------------------------------
Xxxxxxx X. Xxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
/s/ Xxxxxx X. Xxx
--------------------------------------------
Xxxxxx X. Xxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
/s/ Xxxxxx X. Xxx
--------------------------------------------
Xxxxxx X. Xxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxxxx X. Xxxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
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