Exhibit 2.6
STOCK EXCHANGE AGREEMENT
THIS STOCK Exchange AGREEMENT (the "Agreement") is entered into as of May
20, 1998, between
GEOTECK INTERNATIONAL, INC., a Nevada corporation ("MSO Inc."),
and
Per Bull Haugsoen, a resident of Norway (the "OSAS Stockholder"),
being the holder of 4,60 % of the issued and outstanding capital stock of
Offshore Shuttle AS, a Norwegian corporation ("OSAS"),
BACKGROUND
The OSAS Stockholder owns 221,666 shares (the "OSAS Stock") of the issued
and outstanding capital stock consisting of 4,822,000 shares of voting common
stock, par value 0.1 NOK of OSAS.
The OSAS Stockholder has agreed to sell to MSO Inc. and MSO Inc. has agreed
to purchase the OSAS Stock from the OSAS Stockholder on the terms and conditions
set forth in this Agreement.
In consideration of the mutual representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:
STATEMENT OF TERMS:
SECTION 1
PURCHASE AND SALE OF STOCK
1.1 PURCHASE AND SALE OF STOCK. OSAS Stockholder will sell to MSO Inc. and
MSO Inc. will purchase from OSAS Stockholder all of the MSO and OSAS
Stockholder's right, title and interest in the OSAS Stock.
1.2 STOCK EXCHANGE. At the Closing (as defined in Section 2.1 below), (i)
MSO Inc. will receive stock certificates evidencing 221,666 shares of the OSAS
Stock duly endorsed for transfer to MSO Inc., and (ii) MSO Inc. will cause
332,499 shares of the common voting stock, par value $0.001 of MSO Inc. (the
"MSO Inc. Stock") (the "Consideration") to be issued and delivered to the OSAS
Stockholder pursuant to Section 1.3 of this Agreement.
1.3 ISSUANCE OF MSO INC. STOCK TO OSAS STOCKHOLDERS. At the Closing, the
OSAS Stockholder will receive stock certificates evidencing shares which amount
to an aggregate of 332,499.
1.4 NO FURTHER OWNERSHIP IN OSAS STOCK. The issuance of the 332,499 shares
of MSO Inc. to be delivered to the OSAS Stockholder will be deemed to have been
given in full satisfaction of all rights pertaining to the OSAS Stock.
SECTION 2
CLOSING; CLOSING CONDITIONS
2.1 CLOSING. The parties to this Agreement will hold a closing (the
"Closing") for the purpose of confirming the transactions contemplated by this
Agreement within two months after a registration statement as described in this
Section 2 has become effective. The date on which the Closing actually occurs is
hereinafter referred to as the "Closing Date." At the Closing, the parties will
execute and exchange the following documents, items, certificates and
instruments described in this Section 2.
2.2. CONDITIONS TO CLOSING OF MSO INC. MSO Inc.'s obligation to consummate
the transactions contemplated by this Agreement is subject to the satisfaction
of the conditions set forth below and/or the delivery of all of the documents,
items, certificates and instruments described below, all of which documents,
items, certificates and instruments must be in form and substance satisfactory
to
MSO Inc., unless such condition is waived by MSO Inc. at the Closing. The
Closing of the transactions contemplated by this Agreement will be deemed to
mean a waiver of all conditions to Closing.
(a) Transaction Documents. The OSAS Stockholder will have executed this
Agreement and delivered the shares of OSAS stock as provided in Section 1.2
above.
(b) Representations and Warranties. The representations and warranties of
the OSAS Stockholder set forth in this Agreement will be true, correct and
complete in all respects as of the Closing Date, as though made on and as of the
Closing Date.
(c) Effective Registration Statement. A registration statement relating
to the MSO Inc. Stock to be issued to OSAS Stockholders has become effective
under the Securities Act of 1933, as amended.
(d) Shareholder Approval. The acquisition of OSAS Stock as provided in
this Agreement will have been approved by the shareholders of MSO Inc.
2.3 CONDITIONS TO CLOSING OF THE OSAS STOCKHOLDERS. The OSAS
Stockholder's obligation to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the conditions set forth below
and/or the delivery of all of the documents, items, certificates and instruments
described below, all of which documents, items, certificates and instruments
must be in form and substance satisfactory to the OSAS Stockholder, unless such
condition is waived by the MSO and OSAS Stockholders at the Closing. The Closing
of the transactions contemplated by this Agreement will be deemed to mean a
waiver of all conditions to Closing.
(a) Transaction Documents. MSO Inc. will have executed this Agreement and
delivered the shares of MSO Inc. as provided in Section 1.3 above.
(b) Representations and Warranties. The representations and warranties of
MSO Inc. set forth in this Agreement will be true, correct and complete in all
respects as of the Closing Date, as though made on and as of the Closing Date.
(c) Effective Registration Statement. A registration statement relating
to the MSO Inc. Stock to be issued to OSAS Stockholder has become effective
under the Securities Act of 1933, as amended.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE OSAS STOCKHOLDER
The OSAS Stockholder represent and warrant to MSO Inc.:
3.1 CORPORATE ORGANIZATION AND GOOD STANDING. To the best knowledge of
OSAS stockholder, OSAS is a corporation duly organized, validly existing and in
good standing under the laws of Norway, with all requisite corporate power and
authority to own, operate and lease its properties and to carry on its business
as it is now being conducted.
3.2 CAPITALIZATION. The entire authorized capital stock and other equity
securities of OSAS consists of 4,822,000 shares of 0,1 NOK par value stock all
of which shares are issued and outstanding.
3.3 TITLE TO OSAS STOCK. The OSAS Stock is lawfully owned by the OSAS
Stockholder in the respective amounts set forth opposite his or its name by its
signature below, free of preemptive rights and free and clear of all claims,
liens, charges, security interest, encumbrances and other restrictions or
limitations of any kind. The OSAS Stockholder has the full power, right, and
authority to transfer the OSAS Stock held by him pursuant to this Agreement.
3.4 FILINGS, CONSENTS AND APPROVALS. Except for any filings required by
applicable securities laws, no filing or registration with, no notice to and no
permit, authorization, consent, or approval of any public or governmental body
or authority or any other person or entity is necessary for the consummation by
the OSAS Stockholder of the transactions contemplated by this Agreement or to
enable OSAS to continue to conduct its business after the Closing Date in a
manner consistent with that in which it is presently conducted.
3.5 NONCONTRAVENTION. Neither the execution, delivery and performance of
the OSAS Transaction Documents, nor the consummation of the transactions
contemplated thereby nor compliance with the provisions thereof, will:
(1) Conflict with, result in a violation of, cause a default under
(with or without notice, lapse of time or both) or give rise to a right of
termination, amendment, cancellation or acceleration of any obligation
contained in or the loss of any material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of
the material properties or assets of OSAS under any term, condition or
provision of any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to OSAS or
its properties or assets;
(2) Violate any provision of the articles of incorporation or bylaws
of OSAS; or
(3) Violate any order, writ, injunction, decree, statute, rule, or
regulation of any court or governmental or regulatory authority applicable
to OSAS or any of its properties or assets.
SECTION 4
REPRESENTATIONS AND WARRANTIES
OF MSO INC.
MSO Inc. represents and warrants to the OSAS Stockholder as follows:
4.1 ORGANIZATION AND GOOD STANDING. MSO Inc. is a corporation duly
organized, validly existing and in good standing under the laws of Nevada and
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
4.2 CAPITAL STRUCTURE. The entire authorized capital stock and other
equity securities of MSO Inc. consists of 40,000,000 shares of $0.001 par value
common stock of which 20,020,000 shares are issued and outstanding. All of the
issued and outstanding shares of MSO Inc. Stock have been duly authorized, are
validly issued fully paid and nonassessable and, are not subject to preemp-
tive rights. Disclosure Schedule 4.2 sets forth the percentage holdings of the
Stockholders in MSO Inc. after giving effect to the transactions contemplated by
this Agreement and certain proposed issuances of MSO Inc. Stock.
4.3 AUTHORITY. MSO Inc. has all requisite corporate power and authority
to enter into this Agreement and the Transaction Documents to which it is a
party and to perform its obligations thereunder and to consummate the
transactions contemplated thereby. The execution and delivery of this Agreement
and each of the Transaction Documents to which it is a party by MSO Inc. and the
consummation by MSO Inc. of the transactions contemplated thereby, have been
duly authorized by the board of directors of MSO Inc. and no other corporate
proceedings on the part of MSO Inc. are necessary to authorize such documents or
to consummate the transactions contemplated thereby except the approval of the
shareholders of MSO Inc. as described in Section 2.2 lit. (e) above. This
Agreement has been, and all the other Transaction Documents to which it is a
party when executed and delivered by MSO Inc. as contemplated by this Agreement
will be, duly executed and delivered by MSO Inc. and this Agreement is, and the
other Transaction Documents when executed and delivered by MSO Inc. as
contemplated hereby will be, the valid and binding obligation of MSO Inc.
enforceable in accordance with their respective terms, except (1) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally, and
(2) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
4.4 NONCONTRAVENTION. Neither the execution, delivery and performance of
the Transaction Documents, nor the consummation of the transactions contemplated
thereby nor compliance with the provisions thereof, will:
(1) Conflict with, result in a violation of, cause a default under
(with or without notice, lapse of time or both) or give rise to a right of
termination, amendment, cancellation or acceleration of any obligation
contained in or the loss of any material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of
the material properties or assets of MSO Inc. under any term, condition or
provision of any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to MSO Inc.
or its material properties or assets;
(2) Violate any provision of the articles or certificate of
incorporation or by-laws of MSO Inc.; or
(3) Violate any order, writ, injunction, decree, statute, rule, or
regula tion of any court or governmental or regulatory authority applicable
to MSO Inc. or any of its properties or assets.
4.5 FILINGS, CONSENTS AND APPROVALS. Except for any filings required by
applicable securities laws, no filing or registration with, no notice to and no
permit, authorization, consent, or approval of any public or governmental body
or authority or other person or entity is necessary for the consummation by MSO
Inc. of the transactions contemplated by this Agreement or to enable MSO Inc. to
continue to conduct its business after the Closing Date in a manner which is
consistent with that in which it is presently conducted.
SECTION 5
SURVIVAL AND INDEMNIFICATION
5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties and covenants made by the parties shall survive the Closing for a
period of six (6) months from the Closing Date.
5.2 INDEMNIFICATION BY OSAS STOCKHOLDER. The OSAS Stockholder agrees to
indemnify MSO Inc. and its officers, directors, shareholders, employees, agents
and affiliates (other than the Stockholders themselves) in respect of, and hold
each of them harmless from and against, any and all damages, fines, fees,
penalties, deficiencies, losses and expenses (including without limitation
interest, court costs, fees of attorneys, accountants and other experts or other
expenses of litigation or other proceedings or of any claim, default or
assessment) suffered, incurred or sustained by any of them or to which any of
them becomes subject, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of the OSAS Stockholder contained in this
Agreement.
5.3 INDEMNIFICATION BY MSO INC. MSO Inc. agrees to indemnify the OSAS
Stockholder in respect of, and hold him harmless from and against, any and all
damages, fines, fees, penalties, deficiencies, losses and expenses (including
without limitation interest, court costs, fees of attorneys, accountants and
other experts or other expenses of litigation or other proceedings or of any
claim, default or assessment) suffered, incurred or sustained by him or to which
he becomes subject, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of MSO Inc. contained in this Agreement.
SECTION 6
MISCELLANEOUS PROVISIONS
6.1 EFFECTIVENESS OF REPRESENTATIONS. Each party is entitled to rely on
the representations, warranties and agreements of the other party and all such
representation, warranties and agreement will be effective regardless of any
investigation that any party has undertaken or failed to undertake.
6.2 TERMINATION. This Agreement may be terminated at any time prior to
the Closing of the transactions contemplated hereby by:
(a) OSAS Stockholder;
(b) MSO Inc., if there has been a breach by OSAS Stockholder of any
material representation, warranty, covenant or agreement set forth in this
Agreement on the part of OSAS Stockholder that is not cured, to the
reasonable satisfaction of MSO Inc., within ten business days after notice
of such breach is given by MSO Inc.;
(d) MSO Inc., if the transactions contemplated by this Agreement has
not been consummated prior to September 30, 1998, unless the parties agree
to extend such date; or
(e) MSO Inc., if any permanent injunction or other order of a
governmental entity of competent authority preventing the consummation of
the transactions contemplated by this Agreement has become final and
nonappealable.
6.3 EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated hereby, including all fees and expenses of
agents, representatives, counsel, and accountants. In the event of termination
of this Agreement, the obligation of each party to pay its own expenses will be
subject to any rights of such party arising from a breach of this Agreement by
another party.
6.4 AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties.
6.5 ENTIRE AGREEMENT. This Agreement, the Exhibits, Schedules attached
hereto and the other Transaction Documents contain the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
arrangements and understandings, both written and oral, expressed or implied,
with respect thereto.
6.6 SEVERABILITY. It is the desire and intent of the parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, in the event that any provision of this Agreement would be
held in any jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, will be ineffective, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it will,
as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
6.7 NOTICES. All notices and other communications required or permitted
under to this Agreement must be in writing and will be deemed given if sent by
personal delivery, fax with electronic confirmation of delivery,
internationally-recognized overnight courier company that is able to provide
proof or receipt of delivery, or registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at
such other address for a party as may be specified by like notice):
If to OSAS Stockholder: Per Bull Haugsoen
--------------------
Tel. 00-00-000000
Fax. 00-00-000000
With a copy to: Xxxxxxx Xxxxxxxxx & Co.
Attention: Xx. Xxxxxxxxx X. Xxxxxxxx
Xxxx Xxxxxx gt. 39
N-0376 Oslo, Norway
Tel. 47-22-42 42 27
Fax 47-22-42 48 51
If to MSO Inc.: Geoteck International, Inc,
Attention: Xx. Xxxxx Xxxxx
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, X. X. X0X 0X0
Tel: 000-000-0000
Fax: 000-000-0000
With a copy to: Xxxxxxx & Xxxxxx
Attention: Xx. Xxxxxx Xxxxxxx, Esq.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
All such notices and other communications will be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of a fax, when the party sending such fax has received electronic
confirmation of its delivery, (c) in the case of delivery by
internationally-recognized overnight courier, on the business day following
dispatch and (d) in the case of mailing, on the third business day following
mailing.
6.8 HEADINGS. The headings contained in this Agreement are for reference
purposes only and will not affect in any way the meaning or interpretation of
this Agree ment.
6.9 BENEFITS. None of the provisions of this Agreement is or will be
construed as for the benefit of or enforceable by any person not a party to this
Agreement.
6.10 ASSIGNMENT. This Agreement may not be assigned by any party, by
operation of law or otherwise.
6.11 GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the Kingdom of Norway applicable to contracts made
and to be performed therein, without regard to conflicts of laws principles.
6.12 CONSTRUCTION. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction will be applied against any party. Any reference to
any federal, state, local, or foreign statute or law will be deemed also to
refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The parties intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party has
breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which the party has not breached will not detract from or
mitigate the fact that the party is in breach of the first representation,
warranty, or covenant. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.
6.13 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement and
will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
6.14 FAX EXECUTION. This Agreement may be executed by delivery of executed
signature pages by fax and such fax execution will be effective for all
purposes.
EXECUTED on May 20, 1998.
Geoteck International, Inc.
By:
------------------------
Name: Xxxxx Xxxxx
Title: Vice President
---------------------------
Per Bull Haugsoen
