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EXHIBIT 2.2
AGREEMENT AND PLAN OF ACQUISITION
This Agreement and Plan of Acquisition is made as of the 30th
day of December, 1996, among Champion Financial Corporation, a Utah
Corporation having its principal place of business at 00 Xxxxxxxx
Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("CFC"), Xxxx X. Xxxx, an
individual residing at 0000 X. Xxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx
00000 ("Xxxx") and Xxxxxx Xxxxxxxxx an individual residing at 0000
Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 ("Xxxxxxxxx"). Xxxx and
Xxxxxxxxx are referred to collectively in this Agreement as the "TRPN
Shareholders."
The TRPN Shareholders own all the issued and outstanding shares of
capital stock of Three Rivers Provider Network, a Nevada corporation ("TRPN").
CFC desires to acquire from the TRPN Shareholders, and the TRPN Shareholders
desire to transfer to CFC, solely in exchange for voting common stock of CFC,
1000 shares, constituting 100% of the outstanding capital stock of TRPN pursuant
to a plan for a tax-free reorganization within the meaning of Section 368 (a)(1)
of the Internal Revenue Code of 1986, as amended.
AGREEMENT
The parties therefore agree as follows:
1. TERMS OF EXCHANGE
(a) On the Closing Date (as hereinafter defined), and upon the terms
and subject to the conditions set forth in this Agreement, the TRPN Shareholders
Xxxx X. Xxxx will transfer, assign and deliver to CFC 650 shares of the Common
Stock, and Xxxxxx Xxxxxxxxx will transfer, assign and deliver to CFC 350 shares
of the Common Stock, par value $.001 per share, of TRPN (the "TRPN Shares"),
constituting together 100% of the outstanding capital stock of TRPN, free and
clear of all liens, claims, pledges and encumbrances of any kind whatsoever.
Certificates evidencing such shares will be delivered to CFC on the Closing
Date, duly endorsed, or with appropriate stock powers attached, for transfer to
CFC with all necessary transfer tax stamps, if any, affixed or provided for.
(b) In full consideration and exchange for the TRPN Stock, CFC shall
issue and deliver to the TRPN Shareholders on the Closing Date 65,000 shares to
Xxxx and 35,000 shares to Xxxxxxxxx fully paid and non-assessable shares of the
voting Common Stock par value $.001 per share, of CFC. The shares of CFC to be
issued and delivered to the TRPN Shareholders herein shall constitute the sole
and exclusive consideration to be delivered to Xxxx and Xxxxxxxxx in exchange
for the TRPN Shares. The 1,000 shares of TRPN stock to be transferred to CFC,
and the 100,000 shares of CFC stock to be issued to the TRPN Shareholders (the
"CFC Shares") shall be subject to appropriate adjustment for any exchange, stock
split, stock dividend or other reclassification or changes or
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consolidation or reorganization of TRPN or CFC between the date hereof and the
Closing and all adjustment will be equal to the amounts stated within this
agreement.
2. DEFINITIONS. As used in this Agreement, the following terms shall have the
meanings set forth below.
(a) "BUSINESS" shall mean the business previously carried on by Three
Rivers Provider Network of operating a national preferred provider organization
and providing related services and products designed to reduce the costs of
medical care.
(b) "CUSTOMER LISTS" shall mean all names, addresses and other
pertinent information in the possession of TRPN relating in any way to customers
for products included in the Business, including prospective purchasers who have
contacted or been contacted by either of such corporations but from whom orders
have not been received.
(c) "EQUIPMENT" shall mean all of TRPN furniture, machinery, tools and
equipment used in the Business.
3. REPRESENTATION AND WARRANTIES OF THE TRPN SHAREHOLDERS. Each of the TRPN
Shareholders, jointly and severally, represents and warrants to CFC that the
statements contained in this Section 3 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section) except as such statements may be
affected by the transactions specifically described in this Agreement.
(a) ORGANIZATION; QUALIFICATION. TRPN is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Nevada. TRPN presently has no subsidiaries. TRPN has the corporate power and
authority to own, lease and operate the properties used by it in the Business
and to carry on the Business as now being conducted. The TRPN Shareholders have
previously delivered to CFC complete and correct copies of the certificates of
incorporation and by-laws TRPN as presently in effect. A sets forth the names
and positions of all directors and officers of TRPN.
(b) CAPITALIZATION AND TITLE TO STOCK. The authorized capital stock of
TRPN consists of 2,500 shares of Common Stock, par value $.001 per share, of
which 1,000 shares are issued and outstanding, and no shares are reserved for
issuance.
(i) The TRPN Shares have been validly authorized and issued, are
fully paid and non-assessable and are owned by the TRPN
Shareholders beneficially and of record, free and clear of any
lien, security interest, pledge, charge,
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claim, option, equity, right, restriction on transfer or
encumbrance of any nature whatsoever.
(ii) There is no option, warrant, call, subscription or other
right, commitment or understanding that directly or indirectly
calls for the issuance of any shares of capital stock of TRPN.
Except as set forth in Exhibit B, neither of such corporations has
any equity interest in any corporation, partnership, joint venture
or other entity nor is either of them subject to any obligation to
make any equity investment in or other capital contribution to any
corporation, partnership, joint venture or other entity.
(c) FINANCIAL STATEMENTS. TRPN has had limited operations prior to
this date and the TRPN Shareholders have heretofore furnished CFC with copies of
the unaudited statements for the period ending December 31, 1996.
(d) ABSENCE OF CERTAIN CHANGES. Since the date of the most recent
balance sheet referred to in the preceding paragraph, there has not been:
(i) any sale, lease, abandonment or other disposition of any assets
relating to the Business other than in the ordinary course of
business;
(ii) any damage, loss (whether or not covered by insurance)
affecting such assets:
(iii) any change in the compensation of any employee except for
normal year end raises in the ordinary course of the applicable
corporation's business, or any hiring of any employee;
(iv) any material adverse change in the condition (financial or
other) of the Business; or
(v) any other material transaction by TRPN not in the ordinary
course of its business.
(e) BROKERS. All negotiations by the TRPN Shareholders relative to
this Agreement and the transactions contemplated hereby have been carried on by
the parties and their counsel without the intervention of any other person in
such manner as to give rise to any valid claim against CFC for a brokerage
commission, finder's fee or other payment.
(f) ACCOUNTS. All accounts receivable reflected in the financial
statements referred to in paragraph 3c or thereafter acquired after the date
thereof and prior to the Closing, have been and will be acquired only in the
ordinary and regular course of business and will be fully collectible in full at
the book value thereof (net of usual reserves for doubtful accounts consistent
with prior experience) without set-off or counterclaim.
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(g) CUSTOMER LISTS. TRPN is the sole owner of the Customer Lists
free and clear of any claim thereto by any third party and of all mortgages,
liens, charges or encumbrances whatsoever.
(h) OWNERSHIP OF EQUIPMENT. Except as set forth in Exhibit C the
Equipment is owned by TRPN free and clear of all mortgages, liens, charges or
encumbrances whatsoever.
(i) CONDITION OF EQUIPMENT. The Equipment is in good operating
condition and capable of performing the tasks required of it in the Business.
(j) LITIGATION. There are no actions, suits, arbitrations or other
proceedings or investigations pending or threatened against or affecting TRPN
which would, if determined adversely to it, adversely affect its Business, or
create any mortgage, lien, charge or encumbrance on any of its assets. To TRPN's
best knowledge they are not subject to any order, writ, injunction or decree of
any court or any federal, State, municipal or other governmental department,
commission, board, bureau, agency or instrumentality applicable to the Business
or such assets.
(k) REAL PROPERTY
(i) Exhibit D
(l) EMPLOYEE CONTRACTS. TRPN is not a party to any collective
bargaining or other contract with any of its employees.
(m) TAXES. Except as set forth in F as of the closing date, TRPN
will not be liable for any taxes or assessments attributable to the operation of
the Business (including without limitation of the foregoing, income taxes,
excise, unemployment, social security, occupation, franchise, real or personal
property, sales or use taxes, import duties or charges or any penalties or
interest with respect thereof), except for taxes for the current fiscal year
from operations prior to closing, and for taxes payable as a result of the
closing. All taxes which have become due and payable have been paid, and all
returns and reports required to be filed in connection therewith have been filed
with the appropriate taxing authorities. All taxes and other assessments and
levies which such corporation is required by law to withhold or to collect have
been duly withheld and collected and have been paid over to the proper
governmental authorities or are not yet payable and are held by the applicable
corporation for such payment.
(n) COMPLIANCE WITH LAW. To TRPN's best knowledge the Business has
fully complied with all laws, ordinances, ruling and regulations of all
constituted governmental authorities having jurisdiction with respect to the
conduct of such Business, and no violations have been noted in, or issued by,
any governmental authority in consequence of the conduct of such Business.
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(o) PURCHASE ORDERS AND CONTRACTS. Neither of the TRPN Shareholders
is aware of any facts which would indicate that any of the purchase orders and
contracts of TRPN will result in a loss upon completion.
(p) DISQUALIFICATION PROVISIONS. None of the TRPN Shareholders and
any officer or director of TRPN to their best knowledge is subject to any of the
disqualification provisions of Regulation A of the Securities and Exchange
Commission under the Securities Act of 1933 or any similar state "blue sky" law
of any state.
(q) UNREGISTERED STATUS OF CFC SHARES. Each of the TRPN
Shareholders is aware that the CFC Shares have not been registered under the
Securities Act of 1933, that such Shares may not be sold or otherwise
transferred in the absence of such registration or an exemption therefrom, and
that the certificates evidencing the CFC Shares will bear the legends set forth
below and any others as may be required by law:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OR CERTAIN
STATES. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
It is further understood CFC gives piggyback rights to the shares
issued in the terms of this agreement to the shareholders of TRPN,
and as is clarified in the private placement supplement, all shares
will be registered within 180 days. Xxxx X. Xxxx and Xxxxxx
Xxxxxxxxx, TRPN shareholders agree they will not liquidate more
than 3,200 shares and 1,800 shares respectfully or 5,000 shares
collectively during a 30 day period.
(r) DISCLOSURE. No representation or warranty by the TRPN
Shareholders in this Agreement or any statement furnished or to be furnished by
the TRPN Shareholders pursuant hereto, or in conjunction with the transactions
contemplated hereby, contains or will contain any untrue or misleading statement
of a material fact or omits or will omit to state a material fact necessary to
make the statements so made or furnished not misleading.
(s) ADDITIONAL WARRANTIES OF TRPN.
(i) TRPN is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Nevada, and
has the corporate power and authority to own, lease and operate
the properties used in the
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Business and to carry on the Business as now being conducted
and as proposed to be conducted following the completion of the
transactions contemplated hereby, and is duly qualified to do
business and in good standing as a foreign corporation in each
jurisdiction where qualification as a foreign corporation is
required by reason of its conduct of the Business.
(ii) The authorized capital stock of TRPN consists of 2,500
shares of Common Stock, par value $.001 per share, of which
1,000 shares are issued and outstanding, and no shares are
reserved for issuance.
(iii) The TRPN Shares have been validly authorized and issued,
are fully paid and non-assessable and to the best of such
counsel's knowledge after due inquiry are owned by the TRPN
Shareholders beneficially and of record, free and clear of any
lien, security interest, pledge, charge, claim, option, equity,
right, restriction on transfer or encumbrance of any nature
whatsoever.
(iv) The execution and delivery by the TRPN Shareholders of
this Agreement and the consummation of the transactions
contemplated hereby, will not violate, be in conflict with,
result in a breach of, or constitute (with due notice or lapse
of time or both) a default under, any of the terms or
provisions of any agreement or instrument known to such counsel
and to which TRPN or either of the TRPN Shareholders is a party
or by which any of their property may be bound or affected.
(v) This Agreement is a valid and binding obligation of the
TRPN Shareholders, enforceable in accordance with its terms,
subject to bankruptcy, insolvency and similar laws affecting
the rights of creditors generally, and to principles of equity
which may limit the availability of specific performance in
certain circumstances.
4. REPRESENTATIONS AND WARRANTIES OF CFC. CFC represents and warrants to the
TRPN Shareholders that the statements contained in this Section 4 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section).
(a) ORGANIZATION; QUALIFICATION. CFC is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Utah. It has no subsidiaries. CFC has the corporate power and authority to
own, lease and operate the properties used in its business and to carry on its
business as now being conducted, and is duly qualified to do business and in
good standing as a foreign corporation in each jurisdiction where qualification
as a foreign corporation is required by reason of its conduct of such business.
CFC has previously delivered to the TRPN Shareholders complete and correct
copies of the certificate of incorporation and by-laws of CFC as
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presently in effect. I sets forth the names and positions of all directors and
officers of CFC.
(b) CAPITALIZATION. The authorized capital stock of CFC consists of
100,000 shares of Common Stock, par value $.001 per share, of which 5,684,302
shares are issued and outstanding, and no shares are reserved for issuance.
There is no option, warrant, call, subscription or other right, commitment or
understanding that directly or indirectly calls for the issuance of any shares
of capital stock of CFC. Except as set forth in Exhibit J, CFC has no equity
interest in any corporation, partnership, joint venture or other entity nor is
CFC subject to any obligation to make any equity investment in or other capital
contribution to any corporation, partnership, joint venture or other entity.
(c) DUE AUTHORIZATION. All necessary corporate proceedings have
been had to authorize the execution and delivery by CFC of this Agreement and
the consummation by CFC of the transactions contemplated hereby.
(d) POWER TO SELL. CFC has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
(e) FINANCIAL STATEMENTS. CFC has heretofore furnished the TRPN
Shareholders with copies of its audited balance sheet as of March 31, 1996, and
related statement of income for the period then ended, in each case accompanied
by a report thereon by Dohan & Co., together with an unaudited balance sheet as
of September 30, 1996, and related statement of income for the period then
ended. Such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied and present fairly CFC's
financial position and results of operations as of, and for the periods,
indicated therein.
(f) ABSENCE OF CERTAIN CHANGES. Since the date of the most recent
balance sheet referred to in the preceding paragraph, there has not been:
(i) any sale, lease, abandonment or other disposition by CFC of
any assets other than in the ordinary course of business;
(ii) any damage, loss (whether or not covered by insurance)
affecting such assets; or
(iii) any material adverse change in the condition (financial
or other) of CFC's business
(g) LITIGATION. There are no actions, suits, arbitrations or other
proceedings or investigations pending or threatened against or affecting CFC
which would, if determined adversely to CFC, materially and adversely affect the
Business or the TRPN Shareholders' title to the CFC Shares, or create any
material mortgage, lien, charge or encumbrance thereon or on any asset of CFC.
CFC is not subject to any order, writ, injunction or decree of any court or any
federal, State, municipal or other governmental
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department, commission, board, bureau, agency or instrumentality applicable to
the CFC Shares or such assets.
(h) BROKERS. All negotiations by CFC relative to this Agreement and
the transactions contemplated hereby have been carried on by the parties and
their counsel without the intervention of any other person in such manner as to
give rise to any valid claim against the TRPN Shareholders for a brokerage
commission, finder's fee or other payment.
(i) ERISA. CFC has no pension, bonus, profit-sharing or retirement
plans for officers or employees, and is not required to contribute to any
multi-employer pension plan.
(j) DISCLOSURE. No representation or warranty by CFC in this
Agreement or any statement furnished or to be furnished by CFC pursuant hereto,
or in conjunction with the transactions contemplated hereby, contains or will
contain any untrue or misleading statement of a material fact or omits or will
omit to state a material fact necessary to make the statements so made or
furnished not misleading.
(k) CFC represents the company has timely filed all required SEC
documentation in order to comply with all issues regarding good standing status
with all state and federal requirements surrounding securities issued and
outstanding of CFC.
5. COVENANTS OF THE TRPN SHAREHOLDERS. The TRPN Shareholders covenant as
follows.
(a) CERTAIN ACTIONS PRIOR TO CLOSING. From and after the date of
this Agreement and until the Closing, the TRPN Shareholders shall
(i) provide CFC access to the Customer Lists and other marketing
information pertinent to the providing of services or sale of
products in the Business;
(ii) use its best efforts to maintain its existing relationships
with customers, suppliers and others and refrain from taking any
action which might reasonably be expected to result in injury to
the business reputation or good will relating to the sale of such
services or products.
(b) ACCESS TO RECORDS. During the period from the date of this
Agreement through the Closing, the TRPN Shareholders shall make available to CFC
and its representatives, for inspection, the books of account (including
accountants' work papers) and other business records of TRPN relating to the
Business and shall cooperate with CFC in making such investigations of the
Business as CFC may reasonably deem appropriate, including without limitation
making the employees of such corporations available to answer CFC's reasonable
inquiries relating to the operations of the Business.
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(c) NON-COMPETITION. For a period of three (3) years from and after
the date of this Agreement and within the United States, neither the TRPN
Shareholders nor any director, officer or other person, firm, organization,
company or corporation directly or indirectly controlling or controlled by the
TRPN Shareholders will own, manage, operate, join, control or participate in the
ownership, management or control of any business enterprise which is engaged in
the Business other than Information Management Solutions (i/mx) and its
affiliates and subsidiaries and Health Management Solutions (h/mx), its
affiliates and subsidiary, Sierra Health Services and its affiliates.
(d) INDEMNIFICATION. The TRPN Shareholders shall indemnify and hold
harmless CFC against and in respect of:
(i) any damage or deficiency resulting from misrepresentation,
breach of warranty or nonfulfillment of any agreement on the
part of the TRPN Shareholders under this Agreement or from any
misrepresentation of fact or misleading statement of fact in
any instrument furnished or to be furnished to CFC under this
Agreement; and
(ii) all actions, suits, proceedings, assessments, judgments,
costs and expenses (including attorney's fees) reasonably
incurred incident to any of the foregoing;
provided that CFC shall as soon as practicable after receipt of
notice of any claim relating to the foregoing clauses in (i) or
(ii) have notified the TRPN Shareholders thereof in writing and
tendered to them the defense thereof.
6. COVENANTS OF CFC. CFC covenants as follows.
(a) COMPLETE OFFERING. CFC shall make all reasonable efforts to
complete the private offering referred to in Section 7a as promptly as is
reasonably practicable.
(b) ACCESS TO RECORDS. During the period from the date of this
Agreement through the Closing, CFC shall make available to the TRPN Shareholders
and its representatives, for inspection, CFC's books of account (including
accountants' work papers) and other business records relating to its business
and shall cooperate with the TRPN Shareholders in making such investigations of
such business as the TRPN Shareholders may reasonably deem appropriate,
including without limitation making CFC's employees available to answer the TRPN
Shareholders' reasonable inquiries relating to the operations of its business.
(c) INDEMNIFICATION. CFC shall indemnify and hold harmless the TRPN
Shareholders against and in respect of:
(i) any damage or deficiency resulting from misrepresentation,
breach of warranty or nonfulfillment of any agreement on the
part of CFC under this
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Agreement or from any misrepresentation of fact or misleading
statement of fact in any instrument furnished or to be
furnished to the TRPN Shareholders under this Agreement; and
(ii) all actions, suits, proceedings, assessments, judgments,
costs and expenses (including attorney's fees) reasonably
incurred incident to any of the foregoing;
provided that the TRPN Shareholders shall as soon as
practicable after receipt of notice of any claim relating to
the foregoing clauses in (i) or (ii) have notified CFC thereof
in writing and tendered to it the defense thereof.
7. CONDITIONS PRECEDENT TO CFC'S OBLIGATIONS. The obligations of CFC hereunder
shall be subject to the satisfaction, on or before the date of Closing, of the
following conditions precedent or concurrent.
(a) TRUTH OF REPRESENTATIONS. Each of the representations and
warranties of the TRPN Shareholders contained in this Agreement shall be true
and correct at and as of the time of Closing date as if made as of such time.
(b) DELIVERY OF DOCUMENTS. All documents required to be delivered
by the TRPN Shareholders at or prior to the Closing shall have been delivered.
8. CONDITIONS PRECEDENT TO THE TRPN SHAREHOLDERS' OBLIGATIONS. The obligations
of the TRPN Shareholders hereunder shall be subject to the satisfaction, on or
before the date of Closing, of the following conditions precedent or concurrent.
(a) TRUTH OF REPRESENTATIONS. Each of the representations and
warranties of CFC contained in this Agreement shall be true and correct at and
as of the time of Closing date as if made as of such time.
(b) DELIVERY OF DOCUMENTS. All documents required to be delivered
by CFC at or prior to the Closing shall have been delivered.
(c) OPINION OF COUNSEL. The TRPN Shareholders shall have received
an opinion dated the date of Closing of Xxxxxx X. Xxxxxxx, Xx., Esq., counsel
for CFC to the effect that:
(i) CFC is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Utah. CFC
has the corporate power and authority to own, lease and operate
the properties used in its business and to carry on its
business as now being conducted, and is duly qualified to do
business and in good standing as a foreign corporation in each
jurisdiction where qualification as a foreign corporation is
required by reason of its conduct of such business.
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(ii) The authorized capital stock of CFC consists of
100,000,000 shares of Common Stock, par value $.001 per share,
of which 5,684,302 Shares are issued and outstanding, and no
shares are reserved for issuance.
(iii) The CFC Shares have been validly authorized and issued,
are fully paid and non-assessable.
(iv) All necessary corporate proceedings have been had to
authorize the execution and delivery by CFC of this Agreement
and the consummation by CFC of the transactions contemplated
hereby.
(v) CFC has full corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated
hereby.
(vi) The execution and delivery by CFC of this Agreement and
the consummation of the transactions contemplated hereby, do
not violate any provisions of the certificate of incorporation
or bylaws of CFC and will not violate, be in conflict with,
result in a breach of, or constitute (with due notice or laps
of time or both) a default under, any of the terms or
provisions of any agreement or instrument known to such counsel
and to which CFC is a party or by which CFC or any of its
property may be bound or affected.
(vii) This Agreement is a valid and binding obligation of CFC,
enforceable in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting the rights of
creditors generally, and to principles of equity which may
limit the availability of specific performance in certain
circumstances.
9. THE CLOSING. The Closing hereunder shall take place at ________a.m. Mountain
Standard Time on January 9, 1997, at the offices of NHBC, 0000 Xxxx Xxx Xxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000, or at such other time or place as the parties may
mutually agree. At the Closing:
(a) DOCUMENTS TO BE DELIVERED BY THE TRPN SHAREHOLDERS. The TRPN
Shareholders will deliver to CFC:
(i) certificates evidencing the TRPN Shares, duly endorsed or
accompanied by stock powers duly executed in blank; and
(b) DOCUMENTS TO BE DELIVERED BY CFC. CFC will deliver to the TRPN
Shareholders:
(i) certificates evidencing the CFC Shares; and
(ii) the opinion referred to in Section 8e.
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(c) COMPENSATION. The parties will execute and deliver a
Compensation Agreement in the form of L.
(d) The TRPN shareholder loans will be repaid respectively within
seven (7) working days from the date of closing.
10. POST-CLOSING TRANSACTIONS.
(a) FURTHER INSTRUMENTS. After the Closing, on the reasonable
request of either party, the others shall do, execute, acknowledge and deliver
all such further acts, assurances, deeds, assignments, transfers, conveyances,
powers of attorney and other instruments and documents as may be required to
carry out the transactions contemplated by this Agreement.
11. MISCELLANEOUS.
(a) CONFIDENTIALITY. Each of the parties shall, and shall cause its
directors, employees, shareholders, affiliates, agents and representatives to
keep confidential as proprietary and privileged information the terms and
conditions contained herein, the negotiations of the parties respecting the
consummation of the transactions contemplated hereby, and any other item which
may be expressly identified or noticed as confidential to be non-disclosing
party (collectively "confidential information"). Notwithstanding the foregoing,
each of the parties shall have the right to disclose any confidential
information to such of its officers, directors, employees, shareholders, agents
and representatives as they need to know such confidential information in order
to proceed with the transactions contemplated hereby. CFC may make a general
public announcement about the subject matter of this Agreement at such time as
CFC may deem appropriate. Any such announcement shall be subject to approval as
to its contents by the TRPN Shareholders.
(b) ENTIRE AGREEMENT; MODIFICATION. This Agreement and the
documents delivered pursuant hereto, record the entire agreement among the
parties hereto and all the representations and warranties made by any party with
respect to the subject matter hereof. This Agreement may be amended only by a
written instrument executed on behalf of each of the parties, or by a duly
authorized officer as appropriate.
(c) GOVERNING LAW. All questions relating to the validity,
interpretation and performance of this Agreement shall be determined in
accordance with the laws of the State of Arizona, without reference to
principles of conflict of laws.
(d) NOTICES. All communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third
day after mailing, if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, return receipt requested, postage
prepaid and properly addressed as follows:
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To CFC:
Champion Financial
00 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
With copies (which shall not constitute notice) to:
Xxxxxx X. Xxxxxxx, Xx., Esq.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
To the TRPN Shareholders:
Xx. Xxxx X. Xxxx
Chief Executive Officer
0000 X. Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxxx
Chief Financial Officer
Three Rivers Network, Inc.
0000 X. Xxxxxx Xxx.
Xxxxx 000-000
Xxx Xxxxx, XX 00000
With copies (which shall not constitute notice) to:
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Attention:____________________________
(e) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(f) HEADINGS. The Section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect any
provisions thereof.
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(g) SURVIVAL OF REPRESENTATIONS. The representations and warranties
contained in this Agreement shall survive the closing.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be executed by their officers thereunto duly authorized as of
the day and year first above written.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
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Xxxxxx Xxxxxxxxx
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Champion Financial Corporation
By: /s/ Zirk Xxxxxxxxxxx
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15
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT A
Officers and Directors of TRPN
Xxxx X. Xxxx
0000 X. Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
16
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT B
Subsidiaries, etc. of XXXX
XXXX
00
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT C
Equipment Encumbrances
NONE
18
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT D
Real Property
NONE
19
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT E
Employee Benefit Plan
NONE
20
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT F
Taxes
NONE
21
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT G
Legal Compliance
NONE
22
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT H
Certain Transactions
NONE
23
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT I
Directors and Officers of CFC
24
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT J
Subsidiaries, etc. of CFC
25
NATIONAL HEALTH BENEFITS & CASUALTY CORP.
EXHIBIT K
Form of Employment Agreement
