HEADS OF TERMS
DATE
INTERNET HOLDINGS INC
ACQUISITION OF
XXXXXX X.X.
FROM
(1) XX. XXXXXXXXX XXXX
(2) XXXXXXX XXXXX XX
HEADS OF TERMS
This Agreement is entered into this 3rd day of May 2000 by and between:-
1. Internet Holdings Inc, a Utah Corporation, US Tax ID Number 00-0000000
(hereinafter called "the Acquirer") and
2. Xx Xxxxxxxxx Xxxx of 0 Xxxxxxx Xxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx
and XXXXXXX XXXXX XX a Company incorporated in Switzerland and whose
registered office is situate at Xxxxxxxxxxxxx 00, 0000 Xxxxxx,
Xxxxxxxxxxx (hereinafter called "the Vendors") and together referred to
as "the parties".
1. PURCHASE OF XXXXXX X.X.
1.1 The Acquirer hereby agrees to purchase and the Vendor agrees to sell 51%
of the outstanding capital stock of Xxxxxx XX, a Company incorporated in
Xxxxxxxxxx 00, 0000 Xxxxxxxxx, Xxxxxxxxxxx (hereinafter called "the
Acquiree") subject to the completion of the various matters set out in
Clause 2 below.
1.2 The consideration payable by the Acquirer shall be $42,000,000 (Forty
Two Million United States Dollars) to be paid in the form of 3,360,000
(Three Million, Three Hundred and Sixty Thousand)
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shares of the Acquirer's Common Stock, to be treated as fully paid.
2. The Share exchange set out above is conditional on the completion of the
following actions:-
2.1 The production of a set of audited accounts for the Acquiree by the
Vendor is a form satisfactory to the Acquirer, showing, inter alia,
assets consisting of at least US$83,000,000 (Eighty Three Million United
States Dollars).
2.2 The execution of a guarantee by the Vendor and the Vendor's shareholders
in a form acceptable to the Acquirer that 51% of the realisable value of
the assets of the Acquiree will be not less than $42,000,000 (Forty Two
Million United States Dollars) and that in the case that 51% of the
assets are less than $42,000,000 that the Vendor will make up any
difference between the actual realisable value of the assets and the sum
of $42,000,000 in cash or in the form of equity securities acceptable to
the Acquirer.
2.3 The execution by the parties of a purchase contract in a form to be
agreed between the parties containing the usual representations and
warranties regarding the Parties
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and the proposed transaction provided always that this agreement shall
be deemed binding upon the parties who shall collectively take all
reasonable steps as are necessary to give effect to all the provisions
of this agreement. Neither party shall deliberately do any act or omit
from doing any act with the intent to delay or prevent any of the
matters referred to herein and agreed to be done by the parties from
being done and the transactions contemplated by this agreement being
fully completed. For the purpose of this agreement time shall be deemed
to be of the essence.
3. Termination
3.1 This Agreement may be terminated by the action of the Board of Directors
of the Acquirer or by the action of the Board of Directors of the Vendor
at any time prior to closing subject to and only if:
3.1.1 There shall be any actual or threatened action or proceeding by or
before any Court or any other governmental body which shall seek to
restrain, prohibit, or invalidate the transactions contemplated by this
Agreement and which, in the Judgment of such Board of Directors made in
good faith and based upon the advice of Legal Counsel, makes it
inadvisable to proceed with the transactions contemplated by this
Agreement; or
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3.1.2 The Closing shall not have occurred prior to May 30, 2000 or such later
date as shall have been approved by the parties hereto, other than for
reasons set forth below;
3.1.3 There shall have been any material adverse change in the assets,
properties, business or financial condition of the Acquiree taken as a
whole, which could have a materially adverse effect on the value of the
Acquiree (but subject to the provisions of Clause 2.2 above);;
3.1.4 In the event of termination pursuant to this Clause no obligation, right
or liability shall arise hereunder and each party shall bear all of the
expenses incurred by them in connection with the negotiation, drafting
and execution of this Agreement and the consummation of the transactions
herein contemplated.
4. General
4.1 Any notice required or permitted to be given by either party to the
other under these Conditions shall be in Writing addressed to that other
party at its registered office or principal place of business or last
known address or such other address as may at the relevant time have
been notified pursuant to this provision to the party giving the notice
or to the respective parties solicitors as defined herein.
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4.2 No waiver by either party of any breach of this Agreement shall be
considered as a waiver of any subsequent breach of the same or any other
provision.
4.3 If any provision of these Conditions is held by any competent authority
to be invalid or unenforceable in whole or in part the validity of the
other provisions of these Conditions and the remainder of the provision
in question shall not be affected thereby.
4.4 This Agreement and these Conditions shall be governed by the laws of
England and the parties consent to the exclusive jurisdiction of the
English courts in all matters regarding this Agreement and these
Conditions.
4.5 Unless the context otherwise requires, words importing one gender
include all other genders and words importing the singular include the
plural and vice versa. The Headings incorporated into this agreement are
solely for the purpose of identification only and each clause contained
herein shall be construed by reference to the meaning of the wording
used.
4.6 This Agreement is confidential to the parties to the Agreement and may
not be disclosed to any third party except as required by the law
applicable to this Agreement without the permission of the other party.
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5. CONTINUING DISPUTES ARBITRATION
5.1 In the event of there being any dispute that has not been resolved in
accordance with the provisions of clause 14 above then in the continued
absence of agreement (which for this purpose shall be deemed conclusive
if either the Grantor or the grantee should serve a notice on the other
calling for the dispute to be arbitrated upon) the matter shall be
referred to arbitration. Such dispute shall be determined by a single
Arbitrator to be agreed upon by the parties but in default of such
agreement shall be nominated on the application of either party by the
President of the Law Society for the time being in accordance with and
subject to the provisions of the Arbitration Act 1950 or any statutory
modification or re-enactment thereof for the time being in force. Upon
every such reference the arbitrator shall have power to take the opinion
of Counsel as he may think fit and to act upon any opinion so taken and
to obtain the assistance of such accountants or a valuer or other
experts as he may think fit and to act upon any statement of accounts,
valuation or expert assistance so obtained.
6. CANCELLATION
6.1 This agreement shall not be varied or cancelled unless such variation or
cancellation shall be expressly agreed in writing by the parties hereto.
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7. CONTINUING EFFECT OF AGREEMENT
7.1 If any of the provisions of this agreement is found by an arbitrator,
court or other competent authority to be void or unenforceable such
provision shall be deemed to be deleted from this agreement and the
remaining provisions of this agreement shall remain in full force and
effect. Notwithstanding the foregoing the parties hereto shall thereupon
negotiate in good faith in order to agree the terms of a mutually
satisfactory provision to be substituted for the provision so found to
be void or unenforceable.
8. NO PARTNERSHIP
8.1 Nothing in this agreement shall be deemed to constitute a partnership
between the parties to this agreement nor constitute any party, the
agent of the other party or otherwise entitle any party to have
authority to bind the other party for any purpose.
9. No conflict with other Instruments.
9.1 The execution of this Agreement will not violate or breach any document,
instrumental, agreement, contract or commitment of the Acquiree to which
Acquiree or Vendor.
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10. Signatories are duly authorised.
10.1 The signatories to this Agreement have been duly authorised by all
appropriate and necessary action by their respective organisations to
sign and enter into this agreement.
IN WITNESS WHEREOF the parties have executed this Agreement the day and year
first above written.
Signed for and on behalf of Internet Holdings Inc
By /S/ Xxxxxx Xxxxxxx-Xxxxxx
President
Witnessed
Signed by Xx Xxxxxxxxx Xxxx /s/ Xx Xxxxxxxxx Xxxx
Witnessed
Signed for and on behalf of Xxxxxxx Xxxxx XX
By /s/ Xxxx Xxxxxxx
Witnessed
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