EXHIBIT 10.3
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated for reference the 1st day of April, 1998.
AMONG:
XXXXXX XXXX, Businessman, of 0000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
AND:
DEXTON TECHNOLOGIES CORPORATION, a company incorporated
pursuant to the laws of British Columbia and having its
registered and records office located at 1700 - 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
AND:
ABLE AUCTIONS (1991) LTD., a company incorporated pursuant
to the laws of British Columbia and having its registered
and records office located at 00000 Xxxxxx Xxxxxxx, Xxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Company")
OF THE THIRD PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of 100% of the issued and
outstanding common shares of the Company; and
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase 100%
of the issued and outstanding common shares of the Company, subject to the
following terms and conditions.
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NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
promises, covenants, terms, conditions representations and warranties
hereinafter set forth, the parties hereto agree each with the other as follows:
1. INTERPRETATION
1.1 Where used in this Agreement, each of the following words will have
the following meanings:
(a) "Accounts Receivable" means all of the trade accounts, notes and other
debts arising out of the operation of the Business owing to the
Company as at the Closing Date, whether due or to become due as at or
after the Closing Date, and which are described in Schedule "E"
together with those accounts receivable arising in the normal and
ordinary course of the business between the date specified in Schedule
"E" and the Closing Date;
(b) "Act" means the Securities Act of British Columbia and the Rules
thereunder, both as amended from time to time;
(c) "Assets" means all of personal property, choses in action, intangible
or intellectual property, including patents, copyrights, trade-marks,
trade names or licenses, and all other assets of whatsoever nature
owned by the Company, including those described in Schedule "B";
(d) "Business" means the business carried on by the Company described as
the sale of used office equipment in the cities of Coquitlam and
Richmond;
(e) "Closing Date" means the date of closing of the transactions
contemplated hereby as defined in paragraph 6.1 of this Agreement;
(f) "Company" means Able Auctions (1991) Ltd.;
(g) "Contracts" means all of the material commitments, agreements,
contracts, arrangements, instruments, leases and other documents
entered into by the Company, by which the Company is bound or to which
the Company or the Assets are subject (other than the Permitted Liens)
and which are described in Schedule "F";
(h) "Exchange" means the Vancouver Stock Exchange;
(i) "Indebtedness" means any and all trade accounts, debts, duties,
endorsements, guarantees, liabilities, obligations, responsibilities
and undertakings of the Company assumed, created, incurred or made,
whether voluntary or involuntary, however incurred or made or arising,
whether due or not due (except accrued employees' salaries which are
not yet due), absolute, inchoate or contingent, liquidated or
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unliquidated, determined or undetermined, direct or indirect, express
or implied, and whether the Company may be liable individually or
jointly with others, which are described in Schedule "C" (other than
Permitted Liens), as at the date specified in Schedule "C";
(j) "Lien" means any mortgage, debenture, charge, hypothecation, pledge,
lien or other security interest or encumbrance of whatever kind or
nature, regardless of form and whether consensual or arising by laws,
statutory or otherwise, that secures the payment of any Indebtedness
or the performance of any obligation or creates in favour of or grants
to any Person any proprietary right;
(k) "Person" means an individual, corporation, body corporate,
partnership, joint venture, society, association, trust or
unincorporated organization or any trustee, executor, administrator,
or other legal representative;
(l) "Permitted Liens" means the Liens described in Schedule "D";
(m) "Purchaser" means Dexton Technologies Corporation;
(n) "Shares" means 100 Class "A" shares in the capital of the Company,
representing 100% of the issued and outstanding shares of the Company,
to be transferred to the Purchaser hereunder; and
(o) "Vendor" means Xxxxxx Xxxx.
1.2 In this Agreement, except as otherwise expressly provided:
(a) "Agreement" means this agreement, including the preamble and the
schedules hereto, as it may from time to time be supplemented or
amended in effect;
(b) all references in this Agreement to a designated "paragraph" or other
subdivision or to a Schedule is to the designated paragraph or other
subdivision of, or Schedule, to this Agreement;
(c) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular paragraph or other subdivision or Schedule;
(d) the headings are for convenience only and do not form a part of this
Agreement and are not intended to interpret, define, or limit the
scope, extent or intent of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, and vice versa, the use
of any term is equally applicable to any gender and, where applicable,
a body corporate, the word "or" is not exclusive and the word
"including" is not limited (whether or not non-limited language, such
as "without limitation" or "but not limited" to words of
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similar import, is used with reference thereto);
(f) any accounting term not otherwise defined has the meanings assigned to
it in accordance with generally accepted accounting principles
applicable to Canada;
(g) any reference to a statute includes and is a reference to that statute
and to the regulations made pursuant thereto, with all amendments made
thereto and in force from time to time, and to any statute or
regulations that may be passed which has the effect of supplementing
or superseding that statute or regulations;
(h) except as otherwise provided, any dollar amount referred to in this
Agreement is in Canadian funds; and
(i) any other term defined within the text of this Agreement has the
meaning so ascribed.
1.3 The following are the Schedules to this Agreement:
Schedule Description
-------- -----------
A Financial Statements of the Company
B List of Assets
C List of Indebtedness
D List of Permitted Liens
E List of Accounts Receivable
F List of Contracts
G Terms of Employment
H Consulting Agreements
2. PURCHASE AND SALE OF SHARES
2.1 Subject to the conditions and upon the terms hereinafter set forth,
the Purchaser agrees to purchase and the Vendor agrees to sell the Shares.
2.2 The purchase price for the Shares will be $275,000 to be paid by the
Purchaser as follows:
(a) by the payment to the Vendor of the cash sum of $175,000 on the
Closing Date; and
(b) by the payment to the Vendor of the cash sum of $100,000 within 120
days of the Closing Date, less applicable deductions pursuant to
paragraph 3.2 hereof.
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3. REPRESENTATIONS AND WARRANTIES OF THE VENDOR
3.1 In order to induce the Purchaser to enter into and consummate this
Agreement, the Vendor represents and warrants to the Purchaser as follows:
(a) the Vendor is the registered holder and beneficial owner of the
Shares, being all of the issued and outstanding shares in the capital
of the Company, and the Vendor has no other interest, legal or
beneficial, direct or indirect, in any other securities in the capital
of the Company or in the Assets or Business of the Company;
(b) the Shares are free and clear of all liens, mortgages, encumbrances,
security instruments, equities or claims of any nature or kind
whatsoever, and to the best of the knowledge of the Vendor, the Shares
are validly issued and outstanding as fully paid and non-assessable;
(c) no Person has any agreement or option or a right capable of becoming
an agreement for the purchase of the Shares;
(d) the execution and delivery of this Agreement and the completion of the
transaction contemplated hereby has been duly and validly authorized
by all necessary corporate action on the part of the Vendor and the
Company;
(e) the Vendor has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
herein set forth and to transfer the legal and beneficial title and
ownership of the Shares to the Purchaser;
(f) this Agreement constitutes a legal, valid and binding obligation of
the Vendor and the Company enforceable against the Vendor and the
Company in accordance with its terms except as may be limited by laws
of general application affecting the rights of creditors;
(g) the performance of this Agreement will not be in violation of any
agreement or other instrument to which the Vendor is a party;
(h) the Vendor is a resident of Canada as that term is defined in
the Income Tax Act (Canada);
(i) the Company is a corporation duly incorporated and validly existing
under the laws of the Province of British Columbia, and will on the
Closing Date be in good standing with respect to the filing of annual
reports and has the power, authority and capacity to enter into this
Agreement and to carry out its terms;
(j) the authorized capital of the Company is 10,000 shares without par
value divided into 5,000 Class "A" and 5,000 Class "B" shares of which
there are currently 100 Class "A" shares issued and outstanding held
by the Vendor;
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(k) no Person has any agreement or option or a right capable of becoming
an agreement:
(i) to require the Company to issue any further or other
securities in its capital or to convert or exchange any
securities into or for shares in the capital of the Company;
(ii) for the purchase, subscription, allotment or issuance of any
of the unissued shares in the capital of the Company;
(iii) to require the Company to purchase, redeem or otherwise
acquire any of the issued and outstanding shares in the
capital of the Company;
(l) the unaudited financial statements of the Company for the period ended
November 30, 1997, which will be attached hereto as Schedule "A", are
substantially true and correct in every material respect and present
fairly the financial position of the Company and the results of its
operations for the periods then ended, in accordance with generally
accepted accounting principles applied on a basis consistent with that
of previous years;
(m) since November 30, 1997:
(i) there have been no material adverse changes in the corporate
or financial affairs or operations of the Company;
(ii) the Company has discharged or satisfied or paid any Liens or
Indebtedness other than current Indebtedness in the ordinary
course of business;
(iii) no single capital expenditure has been authorized or made by
the Company which exceeds $5,000 without full disclosure to
the Purchaser;
(iv) neither the Company has waived or surrendered any right of
material value;
(n) there is no Indebtedness of the Company which is not disclosed or
reflected in Schedules "A" and "C", and the Company has not
guaranteed, or agreed to guarantee, any debt, liability or other
obligation of any Person;
(o) on the Closing Date the Indebtedness of the Company (including the
Permitted Liens) will not exceed $5,000;
(p) the Company is not indebted nor under obligation to the Vendor or any
of the directors, officers, employees or affiliates of the Company and
specifically the Company is not liable to pay any outstanding salaries
or wages, except in the ordinary course of business;
(q) neither the Vendor nor any officer, director or employee of the
Company is indebted or under obligation to the Company on any account
whatsoever;
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(r) no dividends or other distribution on any shares in the capital of the
Company have been made, declared or authorized;
(s) the Company has the corporate power to own the Assets owned by it as
shown in Schedule "B", and to carry out the Business and is duly
registered and qualified to carry on business in the Province of
British Columbia and all other jurisdictions in which it does so;
(t) the Company has good and marketable title or rights to and possession
of all the Assets free and clear of all Liens, except the Permitted
Liens, and neither the Vendor nor any of his family or affiliates own
any Assets used by the Company;
(u) since November 30, 1997, the Company has conducted the Business in the
ordinary course and has maintained the Assets in good condition,
repair and working order and suitable in all respects for the use to
which they are intended;
(v) the Accounts Receivable of the Company are bona fide and collectible
and are not subject to defences, counterclaims or set-off;
(w) the memorandum and articles of the Company have not been altered since
the incorporation of the Company, except as disclosed in the minute
books of the Company, and all such alterations have been duly approved
and registered with the Registrar of Companies for the Province of
British Columbia;
(x) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the
knowledge of the Vendor threatened against or affecting the Company at
law or in equity or before or by any court or federal, provincial,
state, municipal or other governmental authority, department,
commission, board, bureau or agency;
(y) to the best knowledge of the Vendor, the Company is not in breach or
violation of any laws, ordinances, statutes, regulations, by-laws,
judgments, orders or decrees to which it is subject or which apply to
it or of any patents, copyrights, trade-marks or licenses held by any
other Person;
(z) the Company has obtained all permits, certificates, approvals,
registrations and licenses which are required for the operation of the
Business as it is presently being conducted, and no violations thereof
have been experienced, noted, or recorded, and no proceeding is
pending or threatened to revoke or limit any of them;
(aa) the Company has not experienced nor is the Vendor aware of any
occurrence or event which has had, or might reasonably be expected to
have, a materially adverse effect on the Business or the results of
its operations;
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(ab) all material transactions of and the Company have been promptly and
properly recorded or filed in or with its respective books and
records, and the minute books of the Company contain all records of
the meetings and proceedings of shareholders and directors thereof;
(ac) the performance of this Agreement and the completion of the
transactions contemplated hereby will not conflict with or be in
violation of the articles of incorporation and by-laws of the Company
or of any agreement or other instrument to which the Vendor or the
Company is a party and will not give any Person any right to terminate
or cancel any agreement or any right, license, permit or other benefit
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 assets of
the Company;
(ad) the Company does not own, directly or indirectly, any shares or
interest in any other Person;
(ae) the only present directors and officers of the Company are as follows:
Name: Positions:
----- ----------
Xxxxxx Xxxx President/Secretary/Director
(af) set out in Schedule "F" is a true and correct listing of the only
valid and outstanding Contracts of the Company;
(ag) all of the Contracts set out in Schedule "F" have been approved by the
Board of Directors of the Company and the Company is not in material
breach of any of the terms, conditions, covenants or provisions of, is
in default under, or has done or omitted to do anything which, with
the giving of notice or lapse of time or both, would constitute a
breach of or default under any Contract;
(ah) the name of each present employee of the Company, the duration of the
employment of each such employee with the Company and the
remuneration, benefit obligations of the Company, and accrued vacation
pay in respect of each such employee is accurately set out in Schedule
"G", and the full amounts of salaries, pensions, bonuses, commissions
and other remuneration of any nature, including severance pay and
unpaid earned wages of the present or former officers, directors,
employees, salesmen, consultants and agents of the Company, as at the
Closing Date, will have been paid up to the most recent pay day;
(ai) since November 30, 1997, the Company has not increased the pay of or
paid or agreed to pay any pension, bonus, share of profits or other
similar benefit to or for the benefit of any agent, employee, director
or officer of the Company;
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(aj) the Company does not have any Contracts, pension plans, profit sharing
plans, bonus plans, undertakings, or arrangements whether oral,
written or implied with employees, lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers, directors,
lawyers, or others which cannot be terminated on not more than one
month's notice;
(ak) there are no pension, profit sharing, incentive, bonus or similar
plans or other compensation plans affecting the Company and the
Company has no unfunded or unpaid liability in respect of any such
plans except for the monthly remittances paid in respect of U.I.C.,
C.P.P. and Workers' Compensation;
(al) the Company has been assessed for federal and provincial income tax
for all years to and including the period ended November 30, 1997, and
the Company has withheld and remitted to Revenue Canada, or other
applicable tax collecting authority all amounts required to be
remitted to them respecting payments to employees or to non-residents,
or otherwise and has paid all instalments of corporate taxes due and
payable;
(am) all tax returns, filings and reports of the Company required by law to
be filed prior to the date hereof including all provincial, federal
and state income tax returns, all returns and filings pertaining to
compensation of employees of the Company for job related injuries
required pursuant to any state or federal law and any other tax
returns applicable to the Company have been filed and are true,
complete and correct, and all taxes and other government charges
including all income, excise, sales, business and property taxes and
other rates, charges, assessment, levies, duties, taxes,
contributions, fees and licences required to be paid have been paid,
and if not required to be paid as at the date hereof, have been
accrued in the financial statements contained in Schedule "A" hereto;
(an) adequate provision has been made for taxes payable by the Company for
which tax returns are not yet required to be filed and there are no
agreements, waivers or other arrangements providing for an extension
of time with respect to the filing of any tax return by or payment of
any tax, governmental charge or deficiency by the Company, and to the
knowledge of the Vendor, there are no contingent tax liabilities or
any grounds which would prompt a re-assessment;
(ao) the Company has made all elections required to be made under
applicable income tax legislation in Canada, or other tax legislations
in connection with any distributions by the Company and all such
elections were true and correct and in the prescribed forms and were
made within the prescribed time periods.
3.2 The representations, warranties, covenants and agreements by the
Vendor contained in this Agreement or any certificates or documents delivered
pursuant to the provisions hereof or in connection with the transaction
contemplated hereby will be true at and as of the Closing Date of this Agreement
as though such representations and warranties were made at and as of such time.
Notwithstanding any investigations or inquiries made by the Purchaser prior to
the execution of this
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Agreement or the waiver of any condition by the Purchaser, the representations,
warranties, covenants and agreements of the Vendor will survive the execution
and closing of this Agreement and notwithstanding the purchase and sale herein
provided for, will continue in full force and effect for one year from the
Closing Date. In the event that any of the representations and warranties herein
are found to be incorrect or there is a breach of any covenant or agreement of
the Vendor, which incorrectness or breach will result in any loss or damage
sustained directly or indirectly by the Purchaser, then the Vendor will pay the
amount of such loss or damage to the Purchaser within thirty (30) days of
receiving notice thereof and the Purchaser will be entitled to deduct such sum
from the balance of the purchase price due 120 days from the Closing Date.
4. PURCHASER'S REPRESENTATIONS AND WARRANTIES
4.1 In order to induce the Vendor to enter into and consummate this
Agreement, the Purchaser represents and warrants to the Vendor as follows:
(a) the Purchaser is a corporation duly incorporated and validly existing
under the laws of the Province of British Columbia, and is in good
standing with respect to the filing of annual reports with the
Registrar of Companies for British Columbia;
(b) the execution and delivery of this Agreement and the completion of the
transaction contemplated hereby has been duly and validly authorized
by all necessary corporate action on the part of the Purchaser;
(c) this Agreement constitutes a legal, valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with
its terms except as may be limited by laws of general application
affecting the rights of creditors;
(d) the Purchaser is a "reporting issuer" in British Columbia within the
meaning of the Act;
(e) the Purchaser is a resident of Canada within the meaning of the Income
Tax Act (Canada);
(f) the Purchaser is not a "non-Canadian" for purposes of and within the
meaning of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.);
(g) the execution, delivery and performance of this Agreement and each of
the other agreements contemplated or referred to herein to the
Purchaser, and the completion of the transactions contemplated hereby,
will not constitute or result in a violation or breach or default
under:
(i) any term or provision of any of the memorandum, articles, or
other constating documents of the Purchaser;
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(ii) the terms of any indenture, agreement, instrument or
understanding or other obligation or restriction to which
the Purchaser is a party or by which it is bound; or
(iii) any term or provision of any licenses, registrations or
qualification of the Purchaser or any court, governmental
authority or regulatory body or any applicable law or
regulation of any jurisdiction.
5. COVENANTS OF THE PARTIES
5.1 Between the date of this Agreement and the Closing date, the Company
will not:
(a) issue, or enter into any agreements to issue, any securities of the
Company, including without limitation, shares, warrants, options,
convertible securities or rights to purchase shares;
(b) redeem, purchase or otherwise acquire or commit to acquire any shares
in the capital of the Company;
(c) amend its Charter documents;
(d) effect any subdivision, consolidation or reclassification of any of
the shares of the Company;
(e) enter into any Contracts of any nature whatsoever except with
the prior written consent of the Purchaser;
(f) purchase or sell any Assets of the Company except inventory bona fide
sold in the ordinary course of business to Persons at arm's length to
the Company and its directors and officers;
(g) make any capital expenditure in excess of $5,000.
5.2 The Vendor and the Company will prior to the Closing Date:
(a) permit, at all reasonable times, the Purchaser and its representatives
full access during normal business hours to the Assets, books and
records, Contracts, minute book and share register of the Company and
give the Purchaser and its representatives such information about the
Company as may be reasonably required;
(b) terminate all Contracts, whether written or verbal, for the provision
of management, administrative or consulting services by the Vendor;
and
(c) deliver to the Purchaser the unaudited financial statements of the
Company for the period ended November 30, 1997, to be attached hereto
as Schedule "A".
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5.3 The Vendor and the Purchaser will complete an inspection and inventory
of the Assets upon execution of this Agreement.
5.4 Between the date of this Agreement and the Closing Date, the Vendor
will:
(a) cause the Company to conduct the Business and affairs diligently and
only in the ordinary course;
(b) cause the Company to preserve and maintain the customers, suppliers
and goodwill of the Company and the Assets and the Business;
(c) cause the Company to preserve and maintain the customers, suppliers
and goodwill of the Company and the Assets and the Business;
(d) not permit the Company to make or agree to make any payment to any
director, officer, employee or agent of the Company except in the
ordinary course of business and at the regular rates of salary and
commission for such person or as reasonable reimbursement for expenses
incurred by such person in connection with the Company.
6. CLOSING MATTERS
6.1 In this Agreement, the "Closing Date" means the date mutually agreed
to by the parties which will be within five business days of the receipt of the
approval which may be required by paragraph 6.2 and the fulfilment or waiver of
all other conditions of closing, which approval and conditions must be obtained,
fulfilled or waived not later than March 31, 1998. If the transactions
contemplated hereby do not close by March 31, 1998, then this Agreement will be
terminated unless the parties mutually agree to extend the Closing Date, such
extension not to be unreasonably withheld. On the Closing Date, the Vendor and
the Purchaser will complete the transactions contemplated by this Agreement and
deliver the documents herein described to complete the transactions. The closing
will be held at such place as mutually agreed by the parties, failing which the
closing will be held at the offices of Page Fraser & Associates, Suite 1700,
1185 West Georgia Street, Vancouver, British Columbia, the solicitors for the
Purchaser.
6.2 The obligations of the parties to complete the transactions
contemplated by this Agreement may be subject to the acceptance for filing by
the Exchange of this Agreement. The parties agree to cooperate fully in the
obtaining of such approval if necessary and agree to provide such further and
other documents and assurances to obtain such approval, provided that no such
documents and assurances change the substance of this Agreement.
6.3 The obligation of the Purchaser to complete the transactions
contemplated hereby is subject to the following conditions that:
(a) the Company has an aggregate cash balance in all its bank accounts of
at least $15,000 on the Closing Date;
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(b) the Company has no Indebtedness (including the Permitted Liens) in
excess of $5,000 on the Closing Date;
(c) the Vendor and the Purchaser have completed an inspection and
inventory of the Assets satisfactory to the Purchaser;
(d) the representations and warranties of the Vendor as set forth in
paragraph 3.1 hereof will be true and correct in every particular as
if such warranties and representations had been made by the Vendor on
the Closing Date;
(e) all covenants and agreements to be performed by the Vendor and the
Company hereunder will have been performed or complied with;
(f) all documents to be delivered by the Vendor under paragraph 6.5 will
have been delivered.
The conditions set forth in this paragraph 6.3 are for the exclusive
benefit of the Purchaser and may be waived by it in writing in whole or in part
on or before the Closing Date, but save as so waived, the completion by the
Purchaser of the transactions contemplated hereby will not prejudice or affect
in any way the rights of the Purchaser in respect of the warranties and
representations of the Vendor set forth in paragraph 3.1 and such warranties and
representations of the Vendor will survive the Closing Date for a period of one
year.
6.4 The obligations of the Vendor to complete the transactions
contemplated hereby are subject to the following conditions that:
(a) the representations and warranties of the Purchaser as set forth in
paragraph 4.1 hereof will be true and correct in every particular as
if such warranties and representations had been made by the Purchaser
on the Closing Date;
(b) all covenants and agreements to be performed by the Purchaser
hereunder will have been performed or complied with;
(c) all documents to be delivered by the Purchaser under paragraph 6.6
will have been delivered.
The conditions set forth in this paragraph 6.4 are for the exclusive
benefit of the Vendor and may be waived by him in writing in whole or in part on
or before the Closing Date, but save as so waived, the completion by the Vendor
of the transactions contemplated hereby will not prejudice or affect in any way
the rights of the Vendor in respect of the warranties and representations of the
Purchaser set forth in paragraph 4.1 and such warranties and representations of
the Purchaser will survive the Closing Date for a period of one year.
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6.5 On the Closing Date, the Vendor will deliver or cause to be delivered
to the Purchaser the following:
(a) all corporate records, books of account, Contracts, registers and
documents of the Company, including the minute book and corporate seal
of the Company;
(b) a legal opinion of the solicitors of the Vendor or the Company that
the Shares were legally created, and are fully paid and
non-assessable; and that the Company has taken all necessary corporate
actions to authorize and approve the transfer of the Shares to the
Purchaser; and that the transfer will not breach or cause a breach of
any terms of the memorandum and articles of the Company;
(c) certificate of the Vendor confirming the amount of the Indebtedness of
the Company, the accurateness of all representations and warranties
contained in paragraph 3.1 hereof, the fulfilment of all covenants and
conditions hereunder, unless waived, and such other matters as the
Purchaser may reasonably require;
(d) sequential resignations in writing of all current directors and
officers of the Company, except for the Vendor, and sequential
appointments of two new directors and officers of the Company as
nominated by the Purchaser evidenced by duly executed resolutions of
the directors of the Company;
(e) duly executed resolutions of the Company changing the authorized
signatories of all corporate bank accounts to nominees of the
Purchaser, and changing the registered and records office of the
Company to the office of the Purchaser;
6.6 On the Closing Date, the Purchaser will deliver to the Vendor the
following:
(a) the sum of $175,000 in cash;
(b) a copy of the approval letter, if any, required under paragraph 6.2
hereof; and
(c) Consulting Agreements, duly executed by the Company and substantially
in the form attached hereto as Schedule "H".
7. TRANSACTION EXPENSES
7.1 Each party to this Agreement will bear all costs and expenses incurred
by it in negotiating this Agreement and in closing and carrying out the
transactions contemplated by this Agreement. All costs and expenses related to
satisfying any condition or fulfilling any covenant contained in this Agreement
will be borne by the party whose responsibility it is to satisfy the condition
or fulfil the covenant in question. Without limiting the generality of the
foregoing, the Purchaser will bear all costs and expenses related to obtaining
the approval of the Exchange which may be required by paragraph 6.2, except to
the extent that any documentation or information is required to be provided by
the Vendor to complete the same, in which event the cost of providing that
documentation or information will be to the account of the Vendor.
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8. INDEMNITY
8.1 The Vendor will indemnify and hold harmless the Purchaser from and
against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation, breach of warranty or nonfulfillment of any
covenant on the part of the Vendor or the Company under this Agreement
or from any misrepresentation in or omission from any certificate or
other instrument furnished or to be furnished by the Vendor to the
Purchaser hereunder;
(b) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incidental to the
foregoing;
provided that the Purchaser will have provided to the Vendor written notice of
its claim for such indemnification on or before the day which is one year from
the Closing Date.
9. NOTICES
9.1 All notices, requests, demands and other communications hereunder must
be in writing and will be deemed to have been duly given if delivered by courier
or sent by prepaid registered mail addressed to the addressee at the address
appearing on the first page hereof or to such other address as may be given in
writing by the parties hereto, and will be deemed to have been received, if
delivered, on the date of delivery and if mailed as aforesaid, then on the sixth
business day following the posting thereof.
10. GENERAL
10.1 This Agreement will enure to the benefit of and will be binding upon
the parties and their heirs, executors, administrators, successors and assigns.
10.2 Time will be of the essence of this Agreement.
10.3 The terms and provisions herein contained constitute the entire
agreement between the parties and will supersede all previous oral or written
communications regarding the purchase and sale of the Shares.
10.4 If any part of this Agreement is held invalid or unenforceable by a
Court of law, then this Agreement will be read as if such invalid or
unenforceable provision were removed.
10.5 This Agreement may be executed in several parts in the same form and
such parts as so executed will together form one original agreement, and such
parts will be read together and construed as if all signing parties hereto had
executed one copy of this Agreement.
10.6 This Agreement will be governed by and construed in accordance with
the laws of the Province of British Columbia and the parties will attorn to the
jurisdiction of the Courts thereof.
16
IN WITNESS WHEREOF the parties have duly executed this Agreement on the day
and year first above written.
SIGNED, SEALED AND DELIVERED by )
XXXXXX XXXX in the presence of: )
)
/s/ Xxxxxx Xx )
----------------------------- )
Signature )
)
0000 0xx Xxxxxx ) /s/ Xxxxxx Xxxx
----------------------------- ) ------------------------------
Address ) XXXXXX XXXX
)
Accountant )
----------------------------- )
Occupation )
THE CORPORATE SEAL of DEXTON )
TECHNOLOGIES CORPORATION was )
hereto affixed in the presence of: )
)
)
/s/ Xxxxx Xxxxx ) c/s
----------------------------- )
)
)
----------------------------- )
)
THE CORPORATE SEAL of ABLE )
AUCTIONS (1991) LTD. was hereto affixed in )
the presence of: )
)
)
/s/ Xxxxxx Xxxx ) c/s
----------------------------- )
)
----------------------------- )
)
This is page 16 of the Share Purchase Agreement dated for reference the 1st day
of April, 1998 among Xxxxxx Xxxx, Dexton Technologies Corporation and Able
Auctions (1991) Ltd.
SCHEDULE "A"
Financial Statements
Unaudited Financial Statements for the Company for the period ended
November 30, 1997.
SCHEDULE "B"
List of Assets
Description Number of Items
----------- ---------------
Office Desks 284
Used Chairs 872
New Chairs 41
Filing Cabinets 205
Bookshelves 50
Miscellaneous Tables 143
Boardroom Tables 24
Dividers 156
Miscellaneous Items 164
Computers 7
Printers 5
Copiers 6
Fax Machines 2
Safe 1
Miscellaneous Electronics 25
Total Value = $100,000.00
SCHEDULE "C"
List of Indebtedness as at April 1, 1998
----------------------------------------
There is no indebtedness in the Company.
SCHEDULE "D"
List of Permitted Liens
-----------------------
There are no Permitted Liens of the Company.
SCHEDULE "E"
List of Accounts Receivable as at April 1, 1998
-----------------------------------------------
There are no Accounts Receivable.
SCHEDULE "F"
List of Contracts
-----------------
There are no material contracts.
SCHEDULE "G"
Terms of Employment
-------------------
There are no employees of the Company, except such employees as are reflected
in the Employment Agreements attached hereto as Schedule "H".
SCHEDULE "H"
Employment Agreements
---------------------
(Attach agreements here)
