EXCHANGE OF STOCK AGREEMENT AND PLAN OF REORGANIZATION
Exchange of Stock Agreement and Plan of Reorganization dated
July 16, 1996 (the "Agreement"), by and between CEEE GROUP CORPORATION ("CEEE"),
a Colorado corporation having its principal place for the transaction of
business at 00 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, XXXXXX XXXXX,
residing at 000 0xx Xxxxxx, Xxx Xxxx, X.X. 00000 ("Cowle"), XXXXXXX XXXXXXXX,
residing at 00 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 ("Xxxxxxxx"), ATLANTIC
INTERNATIONAL CAPITAL, LTD., a Delaware corporation having its principal place
for the transaction of business at 0000 Xxxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 ("Atlantic"), and each of the stockholders of the Corporation
listed on Schedule I attached hereto (each, a "Stockholder" and collectively,
the "Stockholders").
W I T N E S E T H:
WHEREAS, the Stockholders represent all stockholders of
Atlantic who collectively own 100 shares of common stock, par value $.01 per
share, of Atlantic (the "Atlantic Stock") which constitutes all of the issued
and outstanding shares of the common stock of Atlantic; and
WHEREAS, CEEE currently has an authorized capitalization of at
least 10,000,000 shares of Common Stock, $.001 par value per share (the "CEEE
Stock") of which 1,500,033 shares are issued and outstanding; and
WHEREAS, CEEE desires to acquire from the Stockholders all of
the Atlantic Stock in exchange solely for 7,000,000 shares of CEEE Stock (the
"Exchange Shares"); and
WHEREAS, it is the intention of CEEE that, upon the amendment
of the Certificate of Incorporation of CEEE more fully described in Article VII
hereof, CEEE will issue to the Stockholders, in the aggregate, an additional
18,183,759 shares (the "Additional Shares") of CEEE Stock as set forth under the
column "Number of Additional Shares to be Received on SCHEDULE I; and
WHEREAS, it is the intention of CEEE and Atlantic that the
exchange of the Corporation Stock for the Exchange Shares constitute a
"reorganization" as defined in Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended.
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, IT IS AGREED as follows:
ARTICLE I
EXCHANGE OF STOCK
Section 1.1 EXCHANGE OF STOCK. Subject to the terms and
conditions of this Agreement, at the "Closing" as such term as defined in
Section 7.1 hereof, the Atlantic Stock shall be exchanged by the Stockholders
with CEEE for the Exchange Shares in the respective amounts for each Stockholder
set forth opposite his name on Schedule I hereto under the column "Number of
Exchange Shares to be Received."
Section 1.2 DELIVERY OF CERTIFICATES. At the Closing, the
certificates representing all of the outstanding shares of Atlantic Stock duly
endorsed to CEEE with signatures guaranteed and with all requisite stock
transfer tax stamps affixed, shall be delivered to CEEE. The cost of any
transfer tax stamps required to be affixed to any stock certificates shall be
paid by Atlantic. Upon delivery by CEEE of the certificates evidencing the
Exchange Shares, the Stockholders shall be vested with good and valid title to
such Exchange Shares, free and clear of all liens, claims and encumbrances,
other than those created by the Stockholders. The Exchange Shares and the
Additional Shares shall together constitute approximately 94.012% of the
outstanding capital stock of CEEE.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF CEEE
CEEE represents and warrants to the Stockholders and Atlantic
as follows:
Section 2.1 ORGANIZATION AND QUALIFICATION OF CEEE. CEEE is a
corporation duly incorporated, duly organized, validly existing and in good
standing under the laws of the State of Colorado. CEEE has the corporate power
and authority to own or lease and operate all of its properties and assets and
to carry on its business as such business in now being conducted and is duly
licensed or qualified to do business and is in good standing in all states in
which the nature of the business conducted by CEEE or the character or location
of the properties and assets owned or leased by it makes such licensing or
qualifications necessary and where the failure to qualify would not have a
material adverse effect on the conditions (financial or otherwise), operations,
properties, assets, liabilities, earnings or business of CEEE or on the
enforceability of any contract or commitment referred to in Section 2.14 hereof
or give rise to any obligation for taxes. Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, as
representatives of Atlantic and the Stockholders (the "Representatives") have
received copies of CEEE's Certificate of Incorporation, certified by the
Secretary of State of the State of Colorado as of a recent date, and of CEEE's
By-Laws, certified
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by its Secretary, which Certificate and By-Laws are complete and correct.
Section 2.2 CAPITALIZATION AND OWNERSHIP OF CEEE. The
authorized capital stock of CEEE consists of 10,000,000 shares of Common Stock,
$.001 par value per share, of which 1,500,033 shares are issued and outstanding.
The authorized capitalization is based upon the Amendments to the Articles of
Incorporation filed with the State of Colorado on April 10, 1987, in connection
with certain Articles of Merger filed the same date, which Articles of Amendment
changed the authorized capitalization of CEEE from 10,000,000 shares of $.001
par value common stock, to 100,000,000 shares of $.001 par value common stock.
The Merger Agreement to which the Articles of Merger relate was subsequently
rescinded by court action, however, no action has been taken by CEEE to notify
the State of Colorado of this rescission and no determination has been made as
to the effect the rescission shall have on the authorized capitalization. All
outstanding shares of CEEE Stock are validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership thereof and
free of pre-emptive rights. There are no shares of CEEE Stock issued or
outstanding except as referred to above and, except as set forth on SCHEDULE 2.2
hereto, there are no options, calls, subscriptions, warrants, rights, agreements
or commitments of any character obligating CEEE, contingently or otherwise, to
issue shares of CEEE's capital stock or to register shares of CEEE's capital
stock under the Securities Act of 1933, as amended (the "Securities Act"), or
any other applicable Federal or state securities laws.
Section 2.3 NO VIOLATIONS. The execution and delivery of this
Agreement by CEEE will not violate any provisions of CEEE's Certificate of
Incorporation or By-Laws, conflict with any law, rule, statute or regulation to
which CEEE is subject or violate or result in a default under any agreement to
which CEEE is a party or by which it is bound.
Section 2.4 SEC FILINGS. CEEE has filed with the Securities
and Exchange Commission (the "SEC") all statements and documents which it is
required to so file (the "Filings"). CEEE has been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act") since November 15, 1995 (the "Reporting Date"). Copies of all Filings made
since the Reporting Date have been provided to the Representatives. All such
Filings are accurate and complete in all material respects.
Section 2.5 INVESTMENTS. CEEE has not made any investments and
does not own any capital stock of any other corporation or other entity.
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Section 2.6 CONSENTS AND APPROVALS. To the best knowledge of
CEEE, no permit, consent, approval or authorization of, or declaration, filing
or registration with, any public body or authority or other person, firm or
entity is necessary in connection with the execution and delivery by CEEE of
this Agreement or the consummation by it of the transactions contemplated
hereby.
Section 2.7 COMPLIANCE WITH LAW. CEEE holds all licenses,
franchises, permits and authorizations necessary for the lawful conduct of its
business, and has complied and is in compliance with all applicable statutes,
laws, ordinances, rules and regulations of all Federal, state, local and foreign
governmental bodies, agencies and subdivisions having, asserting or claiming
jurisdiction over it or over any part of its operations and, to the best of its
knowledge, currently is not in violation of any thereof, except for such
licenses, franchises, permits and authorizations, the lack of which, and for
such statutes, laws, ordinances, rules and regulations, non-compliance or
violation of which, in any one case or in the aggregate, would not have a
materially adverse effect on the condition (financial or otherwise), operations,
properties, assets, liabilities, earnings, or business of CEEE, or impair CEEE's
ability to consummate the transactions contemplated hereby. In connection with
any sale of any securities CEEE has complied with the Securities Act of 1933, as
amended (the "Securities Act"), the Exchange Act, and all rules and regulations
of the SEC and the laws, rules and regulations of each state in which such
securities are offered for sale.
Section 2.8 FINANCIAL STATEMENTS. The Representatives have
received copies of the audited financial statements of CEEE for the fiscal years
ended December 31, 1994 and December 31, 1995 (the "Financial Statements")
including the related balance sheets, statements of operations, statement of
changes in shareholders' equity for such years and the notes thereto,
accompanied by the reports of Xxxxx, Xxxxxx & Co., 000 Xxxxx 000 Xxxx, Xxxx Xxxx
Xxxx, Xxxx 00000, Certified Public Accountants for CEEE. The Financial
Statements (a) present fairly the financial position, results of operations and
changes in financial position of CEEE, as of the respective dates and for the
respective periods indicated, and (b) have been prepared in accordance with
generally accepted accounting principles ("GAAP") consistently applied. The
balance sheet of CEEE as of December 31, 1995 reflects no total liabilities (the
"Total Liabilities").
Section 2.9 EXISTING CONDITION. Except as disclosed in
SCHEDULE 2.9 hereto, since the date of the December 31, 1995 Financial
Statements, CEEE has not:
(a) incurred any liabilities;
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(b) sold, encumbered, assigned or transferred
any of its assets;
(c) made or suffered any amendment or termination
of any material agreement, contract, commitment, lease under which CEEE is
lessee, or cancelled, modified or waived any significant debts or claims held by
it or waived any rights of significant value, whether or not in the ordinary
course of business;
(d) suffered any damage, destruction or loss,
whether or not covered by insurance;
(e) suffered any material adverse change in its
business, operations, assets, properties, prospects or condition
(financial or otherwise);
(f) made commitments or agreements for capital
expenditures;
(g) hired any employees;
(h) changed any of the accounting principles
followed by it or the methods of applying such principles;
(i) entered into any transaction other than this
Agreement; or
(j) issued any shares of its capital stock.
Section 2.10 TITLE TO PROPERTIES; LEASEHOLD INTERESTS. CEEE
has good and valid title to all properties and assets, real, personal and mixed,
free and clear of all mortgages, liens, pledges, security interests, charges,
claims, restrictions and other encumbrances and defects of title of any nature
whatsoever, except for liens for taxes not yet due and payable.
Section 2.11 CONDITION OF TANGIBLE ASSETS. All material items
of tangible personal property are in good condition and repair, subject to
normal wear and tear, and are usable in the regular and ordinary course of
business of CEEE.
Section 2.12 BOOKS OF ACCOUNT. The books, records and accounts
of CEEE maintained with respect to the business of CEEE accurately and fairly
reflect, in reasonable detail, all the transactions and all the assets and
liabilities of CEEE. CEEE has not engaged in any transaction, maintained any
bank account or used any of its funds except for transactions, bank accounts and
funds which have been and are reflected in the normally maintained books and
records of the business.
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Section 2.13 LITIGATION. No litigation, including any
arbitration, investigation or other proceeding of or before any court,
arbitrator or governmental or regulatory official, body or authority is pending
or, to the best of CEEE's knowledge, threatened against CEEE. CEEE is not a
party to or subject to the provisions of any judgment, order, writ, injunction,
decree or award of any court, arbitrator or governmental or regulatory official,
body or authority which may materially and adversely affect the business or
assets of CEEE.
Section 2.14 CONTRACTS AND COMMITMENTS. Except as listed and
annexed to SCHEDULE 2.14 hereto, CEEE is not a party to any written or oral:
(a) agreement, contract or commitment with any
present or former employee or consultant or for the employment of any person;
(b) agreement contract or commitment for the
future purchase of, or payment for, equipment, supplies or products, or for the
performance of services by a third party except for any agreement, contract or
commitment arising in the ordinary course of business;
(c) agreement, contract or commitment to finance
any acquisition of or purchase any asset or to perform any
service; or
(d) note, debenture, bond, equipment trust
agreement, letter of credit agreement, loan agreement or other contract or
commitment for the borrowing or lending of money or agreement or arrangement for
a line of credit or guarantee, pledge or undertaking of the indebtedness of any
other person.
Each of the agreements, contracts, commitments, leases, plans
and other instruments, documents and undertakings listed on SCHEDULE 2.14 is
valid and enforceable in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting the
rights of creditors generally; CEEE is not in default of the performance,
observance or fulfillment of any material obligations, covenant or condition
contained therein; and no event has occurred which with or without the giving of
notice or lapse of time, or both, would constitute a default thereunder;
furthermore, except as may be disclosed on SCHEDULE 2.14, no such agreement,
contract, commitment, lease, plan or other instrument, document or undertaking,
in the reasonable opinion of CEEE, contains any contractual requirement with
which there is a likelihood CEEE will be unable to comply.
Section 2.15 NO BROKER OR FINDER. CEEE has not dealt with or
retained any finder or broker whose fees or expenses have
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been paid by CEEE or for whose fees or expenses CEEE or Atlantic would be
responsible in connection with this Agreement or the transactions contemplated
hereby.
Section 2.16 PERSONNEL AND CERTAIN AUTHORIZED PERSONS.
SCHEDULE 2.16 hereto contains a true and complete list of all bank accounts of
CEEE and the names of all persons who are authorized signatories with respect to
such accounts.
Section 2.17 EMPLOYEES; EMPLOYEE BENEFIT PLANS AND
ARRANGEMENTS. CEEE has no employees and has not sponsored, maintained or
supported, or otherwise been a party to, in default under, or had any liability
or accrued obligations under, any plan, program, fund or arrangement, either
qualified or non-qualified for Federal income tax purposes, relating to the
employees of CEEE, whether for the benefit of a single individual or for more
than one individual, and whether or not funded, including, without limitation,
any incentive or other benefit arrangement for employees, their dependents
and/or their beneficiaries and any "employee pension benefit plan" or "employee
welfare benefit plan", as such terms are defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). CEEE has not, at
any time, maintained or contributed or been required to maintain or contribute
to any "Multi-Employer Plan" as such term is defined in Section 3(37) of ERISA.
Section 2.18 COMPLETENESS OF DISCLOSURE. No representation or
warranty in this Agreement nor any certificate, statements, document or
instrument furnished or to be furnished to the Representatives and Atlantic by
CEEE pursuant hereto, or in connection with the negotiation, execution or
performance of this Agreement, contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not misleading.
Section 2.19 TAX MATTERS. CEEE has filed or will file on a
timely basis (including all extensions) all tax returns which were required to
have been filed, or are hereafter required to be filed up to the Closing Date by
it (including, without limitation, all Federal, state, county, local and foreign
tax returns) and such returns are complete and accurate in all material
respects, and CEEE has paid or provided for all taxes, interest or penalties
which have been incurred or are due and payable pursuant to such returns or
pursuant to any assessments received by it in connection with such returns. No
foreign, Federal, state, local or other taxing authority has provided CEEE with
any notice of any questions relating to, or claims asserted for, taxes against
CEEE or for which CEEE may be liable. All taxes which CEEE is required by law to
withhold or collect have
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been duly withheld or collected and, to the extent required, have been paid over
to the proper governmental authorities.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ATLANTIC AND THE STOCKHOLDERS
A. Atlantic represents and warrants to CEEE as follows:
Section 3.1 ORGANIZATION AND QUALIFICATION OF ATLANTIC.
Atlantic is a corporation duly incorporated, duly organized, validly existing
and in good standing under the laws of Delaware. Atlantic has the corporate
power and authority to own or lease and operate all of its properties and assets
and to carry on its business as such business is now being conducted and is duly
licensed or qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by Atlantic or the
character or location of the properties and assets owned or leased by it makes
such licensing or qualifications necessary and where the failure to qualify
would not have a material adverse effect on the conditions (financial or
otherwise), operations, properties, assets, liabilities, earnings or business of
Atlantic.
Section 3.2 CAPITALIZATION AND OWNERSHIP OF ATLANTIC. The
authorized capital stock of Atlantic consists of 100 shares of Common Stock, no
par value per share, all of which are issued and outstanding. All outstanding
shares of Atlantic Stock are validly issued and outstanding, fully paid and
nonassessable with no personal liability attaching to the ownership thereof,
free of preemptive rights and are owned free and clear of all liens, claims and
encumbrances. There are no shares of Atlantic Stock issued or outstanding except
as referred to above, and there are no options, calls, subscriptions, warrants,
rights, agreements or commitments of any character obliging Atlantic,
contingently or otherwise, to issue shares of Atlantic's capital stock or to
register shares of Atlantic's capital stock under the Securities Act or any
other applicable Federal or state securities laws. The Stockholders are the
record and beneficial owners of all of the issued and outstanding shares of
Atlantic Stock, free and clear of all liens and encumbrances.
Section 3.3 AUTHORITY. Atlantic has the full power and
authority to enter into this Agreement and to carry out its obligations
hereunder. Other than approval by the Board of Directors and/or stockholders of
Atlantic, no proceedings, on the part of Atlantic are necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligation of Atlantic enforceable in
accordance with its terms.
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Section 3.4 CONSENTS AND APPROVALS. No permit, consent,
approval or authorization of, or declaration, filing or registration with, any
public body or authority or other person, firm or entity is necessary in
connection with the execution and delivery by Atlantic or the Stockholders of
this Agreement or the consummation by the Stockholders or Atlantic of the
transactions contemplated hereby.
Section 3.5 COMPLETENESS OF DISCLOSURE. No representation or
warranty in this Agreement nor any certificate, Schedule, statements, document
or instrument furnished or to be furnished to CEEE by Atlantic pursuant hereto,
or in connection with the negotiation, execution or performance of this
Agreement, contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact required to be stated herein or
therein or necessary to make any statement herein or therein not misleading.
Section 3.6 LITIGATION. No litigation, including any
arbitration, investigation or other proceeding of or before any court,
arbitrator or governmental or regulatory official, body or authority is pending
or, to the best of Atlantic's knowledge, threatened against Atlantic. Atlantic
is not a party to or subject to the provisions of any judgment, order, writ,
injunction, decree or award of any court, arbitrator or governmental or
regulatory official, body or authority which may materially and adversely affect
the business or assets of Atlantic.
Section 3.7 TAX MATTERS. Atlantic has filed or will file on a
timely basis (including all extensions) all tax returns which were required to
have been filed, or are hereafter required to be filed up to the Closing Date by
it (including, without limitation, all Federal, state, county, local and foreign
tax returns) and such returns are complete and accurate in all material
respects, and Atlantic has paid or provided for all taxes, interest or penalties
which have been incurred or are due and payable pursuant to such returns or
pursuant to any assessments received by it in connection with such returns. No
foreign, Federal, state, local or other taxing authority has provided Atlantic
with any notice of any questions relating to, or claims asserted for, taxes
against Atlantic or for which Atlantic may be liable. All taxes which Atlantic
is required by law to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid over to the proper governmental
authorities.
B. Each of the Stockholders represents and warrants to CEEE
that (i) such Stockholder has such knowledge and experience that such
Stockholder is capable of evaluating the merits and risks of acquiring the
Exchange Shares and the Additional Shares and of making an informed decision,
(ii) such Shareholder is
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acquiring the Exchange Shares and the Additional Shares for investment for such
Stockholder's own account and not with a view to, or for resale in connection
with, any distribution thereof and understands that the Exchange Shares and the
Additional Shares have not been registered under the Securities Act by reason of
a specified exemption from the registration provisions of the Securities Act
which depends upon, among other things, the bona fide nature of such
Stockholder's intent as expressed herein, and (iii) such Stockholder is an
"accredited investor" within the meaning of Rule 501 under the Securities Act or
has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the
prospective investment, is able to bear the economic risk of such investment,
and at the present time, is able to afford a complete loss of such investment.
ARTICLE IV
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Section 4.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties made by the parties in this Agreement or in any
certificate, Schedule, document or instrument furnished hereunder shall survive
for two years from the closing of the transactions contemplated hereby.
ARTICLE V
AGREEMENTS PENDING CLOSING
Section 5.1 AGREEMENT PENDING THE CLOSING. Each of Atlantic
and CEEE covenant and agree that, pending the Closing (if the Closing shall not
occur on the date hereof) and except as otherwise agreed to in writing by the
other parties:
(a) BUSINESS IN THE ORDINARY COURSE. Its business
shall be conducted solely in the ordinary course.
(b) MAINTENANCE OF PHYSICAL ASSETS. It shall
continue to maintain and service the physical assets used in the conduct of its
business in the same manner as has been its consistent past practice.
(c) EMPLOYEES AND BUSINESS RELATIONS. It shall
continue to maintain its business relations and relations with its employees, if
any, in the same manner as has been its consistent past practice.
(d) COMPLIANCE WITH LAW. ETC. It shall comply with
all laws, ordinances, rules, regulations and orders applicable to it or their
operations, assets or properties in respect thereof, the noncompliance with
which might materially
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affect its business or assets including, without limitation in the case of CEEE
the filing of all reports required by the Securities Act and the Exchange Act.
(e) COOPERATION. It shall cooperate with the other
parties to this Agreement and use its best efforts to cause all of the
conditions to the obligations on its part to be performed under this Agreement
to be satisfied on or prior to the Closing Date.
(f) SALES OF ASSETS; NEGOTIATIONS. It shall not,
directly or indirectly, sell or encumber all or any part of its assets, other
than in the ordinary course of business consistent with past practice, or
initiate or participate in any discussions or negotiations or enter into any
agreement to do any of the foregoing.
(g) ACCESS. Each of Atlantic and CEEE shall give to
the other's officers, employees, counsel, accountants and other representatives
free and full access to and the right to inspect, during normal business hours,
all of the premises, properties, assets, records, contracts and other documents
relating to it and shall permit the other to consult with its officers,
employees, accountants, counsel and agents for the purpose making such
investigation as it desires to make, provided that such investigation shall not
unreasonably interfere with its business operations.
(h) PRESS RELEASES. Except as required by applicable
law, no party hereto shall give notice to third parties or otherwise make any
public statement or releases concerning this Agreement or the transactions
contemplated hereby except for such written information as shall have been
approved in writing as to form and content by all parties hereto.
(i) CONFIDENTIALITY. Pending the Closing and except
as required by applicable law or otherwise agreed to in writing unless and until
the Closing has been consummated, it will hold, and shall cause its counsel,
agents and independent representatives to hold in confidence any confidential
data or information made available to it in connection with this Agreement with
respect to which it shall use the same standard of care to protect such
confidential data or information as is used to protect its own confidential
information. If the transactions contemplated by this Agreement are not
consummated, it agrees that it shall (i) return or cause to be returned to the
party furnishing such data or information all written materials and all copies
thereof that were supplied to it; and (ii) continue to hold in confidence all
such confidential information and data.
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ARTICLE VI
CONDITIONS PRECEDENT TO THE CLOSING
Section 6.1 CONDITIONS PRECEDENT TO ATLANTIC'S OBLIGATIONS.
All obligations of Atlantic and the Stockholders' under this Agreement are
subject to the fulfillment or satisfaction, and CEEE covenants and agrees to the
fulfillment or satisfaction, prior to or at the Closing, of each of the
following conditions precedent:
(a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE
CLOSING DATE. The representations and warranties of CEEE and Xxxxx contained in
this Agreement or in a Schedule, certificate or document delivered by CEEE to
Atlantic or the Representatives pursuant to the provisions hereof shall be true
on the date hereof without regard to any updates furnished by CEEE after the
date hereof and shall be true on the Closing Date with the same effect as though
such representations and warranties were made as of such date.
(b) COMPLIANCE WITH THIS AGREEMENT. CEEE 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.
(c) NO THREATENED OR PENDING LITIGATION. On the
Closing Date, no suit, action or other proceeding, or injunction or final
judgment relating thereto, shall be threatened or be pending before any court or
government or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that might result in any such suit, action or proceeding shall
be pending or threatened.
(d) CONSENTS AND APPROVALS. All of the consents
required to carry out the transactions contemplated hereunder have been
obtained.
(e) MATERIAL ADVERSE CHANGES. There has been no
material adverse change in the business, operations, assets or properties of
CEEE.
(f) APPROVAL OF COUNSEL; CORPORATE MATTERS. All
actions, proceedings, resolutions, instruments and documents required to carry
out this Agreement or incidental hereto and all other related legal matters
shall have been approved on the Closing Date by counsel Atlantic in the exercise
of their reasonable judgment.
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(g) COUNSEL OPINION. Atlantic shall have received
from Colorado counsel for CEEE an opinion, reasonably acceptable to counsel for
Atlantic, to the effect that (i) the issuance of the Exchange Shares does not
require the approval of the stockholders of CEEE, (ii) CEEE has the corporate
power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby and (iii) CEEE is duly incorporated and is
validly existing as a corporation in good standing under the laws of Colorado.
(h) CERTIFICATES. CEEE shall have delivered to the
Stockholders certificates for the Exchange Shares and CEEE shall also have
delivered to the Stockholders such other documents, instruments, certifications
and further assurances as its counsel may reasonably require.
(i) DIRECTORS AND OFFICERS. The directors and
officers of CEEE shall have resigned and CEEE shall have caused those directors
and officers designated by the Representatives to be appointed.
(j) NO LIABILITIES. CEEE shall have no liabilities
or obligations, either accrued, absolute, contingent or otherwise except for its
ongoing obligation to file periodic reports with the SEC. For purposes of this
Agreement, the terms "liabilities" shall include, without limitation, any direct
or indirect indebtedness, guaranty, endorsement, indemnity, claim, loss, damage,
deficiency, cost, expense, or obligation, fixed or unfixed, xxxxxx or inchoate,
liquidated or un-liquidated, secured or unsecured or a reserve for any of the
foregoing.
(k) FORMS 10-K AND 10-Q. CEEE shall have filed with
the SEC an Annual Report on Form 10-K for the year ended December 31, 1995 and a
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
Section 6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CEEE.
All obligations of CEEE under this Agreement are subject to the fulfillment or
satisfaction, prior to or at the Closing, of each of the following conditions
precedent:
(a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE
CLOSING DATE. The representations and warranties of Atlantic contained in this
Agreement or in any list, certificate or document delivered by the
Representatives or Atlantic to CEEE pursuant to the provisions hereof shall be
true on the Closing Date with the same effect as though such representations and
warranties were made as of such date.
(b) COMPLIANCE WITH THIS AGREEMENT. Atlantic shall
have performed and complied with all agreements and
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conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing.
(c) NO THREATENED OR PENDING LITIGATION. On the
Closing Date, no suit, action or other proceeding, or injunction of final
judgment relating thereto, shall be threatened or be pending before any court or
governmental or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that might result in any such suit, action or proceeding shall
be pending or threatened.
(d) MATERIAL ADVERSE CHANGES. There shall have been
no material adverse changes in the business, operations, assets or properties of
Atlantic.
(e) APPROVAL OF COUNSEL; CORPORATE MATTERS. All
actions, proceedings, resolutions, instruments and documents required to carry
out this Agreement or incidental hereto and all other related legal matters
shall have been approved on the Closing Date by counsel for CEEE in the exercise
of its reasonable judgment.
(f) CERTIFICATES. The Representatives shall have
delivered to CEEE one or more certificates for Atlantic Stock and the
Representatives shall have also delivered to CEEE such other documents,
instruments, certifications and further assurances as its counsel may reasonably
require.
ARTICLE VII
CLOSING, FURTHER ASSURANCES
AND CONDITIONS SUBSEQUENT
Section 7.1 CLOSING. The Closing (the "Closing") of the
exchange of Atlantic Stock and the Exchange Shares shall take place at the
offices of Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 on the date hereof or such other date as may be mutually agreed upon
in writing by the parties hereto. The date of the Closing is sometimes herein
referred to as the "Closing Date".
Section 7.2 ACTS TO BE PERFORMED BY CEEE FOLLOWING THE
CLOSING. Following the Closing, CEEE shall:
(a) Cause there to be held a meeting of stockholders
of CEEE at which (i) the name of CEEE shall be changed to "Atlantic
International Entertainment, Ltd.", or such other name as the Representatives
shall request (ii) the authorized capital stock of CEEE shall be increased to
110,000,000 shares of CEEE Stock authorized (the "Capital Authorization"), and
(iii) all of the CEEE Stock outstanding
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(including the Exchange Shares and the Additional Exchange Shares) shall be
split 1 for 3;
(b) Immediately following the Capital Authorization,
cause to be issued to the Stockholders the Additional Shares.
(c) change the address of its principal executive
offices and to take all actions necessary to qualify to transact business in the
jurisdiction thereof and all other jurisdictions in which the nature of the
business conducted by CEEE or the character or location of the properties and
assets owned or leased by it make such qualification necessary, except where the
failure to so qualify would not have a material adverse effect on CEEE; and
(d) execute the appropriate certificates and make
the appropriate public filings to effectuate each of the foregoing actions.
(e) pay to each of Xxxxx and Xxxxxxxx $25,000 upon
the sale by CEEE of greater than $500,000 of securities.
Section 7.3 FURTHER ASSURANCES. Each of the parties from time
to time after the Closing, at the other's request, will execute, acknowledge and
deliver to the other such other instruments of conveyance and transfer and will
take such other actions and execute and deliver such other documents,
certifications and further assurances as the other may reasonably require in
order to vest more effectively Atlantic Stock, the Exchange Shares and the
Additional Shares, as the case may be, in the owner thereof. Each of the parties
hereto will cooperate with the other and execute and deliver to the other
parties hereto such other instruments and documents and take such other actions
as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence and confirm the intended purposes of this
Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 TERMINATION.
(a) Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated by written notice of
termination at any time before the Closing Date only as follows:
(i) by mutual consent of Atlantic, the
Representatives and CEEE;
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(ii) by the Stockholders and Atlantic at any time if
the representations and warranties of CEEE and Xxxxx were materially incorrect
when made;
(iii) by CEEE at any time if the representations and
warranties of Atlantic were materially incorrect when made; or
(iv) by any party hereto if the transactions
contemplated by this Agreement do not close on or before July 31, 1996 unless
extended in writing by mutual agreement of the parties hereto.
(b) In the event of the termination and abandonment
hereof pursuant to the provisions of this Section 8.01, this Agreement, except
as provided in this Section 8.01(b) shall become void and have no effect,
without any liability on the part of any of the parties or their directors or
officers or stockholders in respect of this Agreement. Notwithstanding any such
termination and abandonment, the provisions of Section 5.01(i) regarding
confidential information shall remain binding upon the parties hereto.
Section 8.2 BROKERS' AND FINDERS' FEES. Each party represents
and warrants to the other that all negotiations relative to this Agreement have
been carried on by it directly without the intervention of any person, and each
of the parties agree to indemnify and hold the other harmless against any and
all claims, losses, liabilities and expenses which may be asserted against or
incurred by it as a result of its dealings, arrangements or agreements with any
such person.
Section 8.3 INCOME, SALES, TRANSFER AND DOCUMENTARY TAXES;
ETC. Atlantic shall pay all Federal, state and local income taxes, if any, due
as a result of the purchase, sale or transfer of the Exchange Shares, the
Additional Shares and the Atlantic Stock in accordance herewith.
Section 8.4 EXPENSES. Each party hereto shall pay its own
expenses incidental to the preparation of this Agreement and the transactions
contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
ATLANTIC INTERNATIONAL CAPITAL,
LTD.
By:/S/ XXXXXXX XXXXXXX
-------------------
Xxxxxxx Xxxxxxx
President
CEEE GROUP CORPORATION
By:/S/ XXXXXX X. XXXXX
-------------------
Xxxxxx X. Xxxxx
President and Chief
Executice Officer
/S/ XXXXXX XXXXXX
-----------------
Xxxxxx Xxxxxx
THE KUNNI XXXXXX TRUST
By:/S/ XXXXXXXXXX X. XXXXXXX
-------------------------
XXXXXXXXXX X. XXXXXXX
Trustee
By:/S/ XXXXXX X. XXXXXXXXX
-------------------------
XXXXXX X. XXXXXXXXX
Trustee
THE AWIXA TRUST
By:/S/ XXXXXXXXXX X. XXXXXXX
-------------------------
XXXXXXXXXX X. XXXXXXX
TRUSTEE
By:/S/ XXXXXX X. XXXXXXXXX
-------------------------
XXXXXX X. XXXXXXXXX
TRUSTEE
/S/ XXXXXX X. XXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxx
CENTERLINE ASSOCIATES
By:/s/XXXXXX XXXXXXXX
------------------
XXXXXX XXXXXXXX
President
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/S/ XXXXXX XXXXXXX
------------------
Xxxxxx Xxxxxxx
/S/ XXXXXX XXXXX
------------------
Xxxxxx Xxxxx
/S/ XXXXXXX XXXXXXXX
--------------------
XxXxxxx Xxxxxxxx
/S/ XXXXX XXXXXXXXX
-------------------
Xxxxx Xxxxxxxxx
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SCHEDULE I
Number of Number of
Number of Exchange Additional Total Number
Shares of Shares to be Shares to be of Shares to
Name of Stockholder Atlantic Held Received Received be Received
----------------------------------- ------------- ---------------- ------------ ---------------
Xxxxxx Xxxxxx 13.5 945,000 2,454,587 3,399,587
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
THE KUNNI XXXXXX 30.0 2,100,000 5,454,638 7,554,638
TRUST
c/o Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxx.
Xxxx Xxxxx, XX 00000
Xxxxxxx Xxxxxxx 13.5 945,000 2,454,587 3,399,587
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
THE AWIXA TRUST 30.0 2,100,000 5,454,638 7,554,638
c/o Xxxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
Xxxxxx Xxxxx 1.23 86,100 224,472 308,572
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxxx .25 17,500 44,214 61,714
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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Number of Number of
Number of Exchange Additional Total Number
Shares of Shares to be Shares to be of Shares to
Name of Stockholder Atlantic Held Received Received be Received
----------------------------------- ------------- ---------------- ------------ ---------------
Centerline 4.9 343,000 891,427 1,234,427
Associates, Inc.
Xxxxxx Xxxxxxxx
000 X. Xxxx Xxx
Xxxx Xxxxx, XX 00000
Xxxxxx Xxxxxxx .07 4,900 13,696 18,596
0000 X. Xxxxxxxx
Xxxxx, #0000
Xxxxxxxxx Xxxxx, XX
00000
Xxxxxx Xxxxx 2.085 145,950 379,050 525,000
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
XxXxxxx Xxxxxxxx 2.085 145,950 379,050 525,000
00 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, XX
00000
Xxxxx Xxxxxxxxx 2.38 166,600 433,400 600,000
000 Xxx Xxxxxxx X0
Xxxx Xxxx Xxxxx, XX
00000
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SCHEDULE 2.2
None
-21-
SCHEDULE 2.9
None
-22-
SCHEDULE 2.14
1. Appointment of Transfer Agent and Agreement between CEEE Group Corporation
and Interstate Transfer Company.
SCHEDULE 2.16
None
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