[Exhibit 2.4]
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 30th day of December, 2003.
BETWEEN:
Xxx Xxxxxxxxxx,
of Regina, Saskatchewan
(hereinafter called the "Purchaser")
OF THE FIRST PART
-and-
American Busing Corporation,
of the State of Nevada
(hereinafter called the "Vendor")
OF THE SECOND PART
THIS AGREEMENT WITNESSETH that in consideration of the covenants,
agreements, warranties and payments herein set forth and provided for, the
parties hereto respectively covenant and agree as follows:
SECTION 1
Interpretation
1.1 DEFINITIONS
In this Agreement, unless there is something in the subject matter or
context inconsistent therewith:
(a) "Agreement" means this Agreement to, inter alia, purchase and
sell shares of Able Busing Corporation (hereinafter called the
"Corporation") owned by the Vendor;
(b) "Closing Date" means the time and date that is the moment in
time immediately subsequent to when a merger or acquisition
occurs between American Busing Corporation and W.W. Cycles,
Inc.;
(c) "Common Shares" means all the issued and outstanding shares
without par value in the capital of the Corporation;
(d) "Purchased Shares" means all the issued and outstanding common
shares of the Corporation owned by the Vendor which is
represented by the Vendor to be 100 Shares;
(e) "Time of Closing" means the time on the Closing Date when the
closing of the purchase and sale herein provided for shall be
completed.
1.2 CANADIAN DOLLARS
All dollar amounts referred to in this Agreement are in Canadian funds.
1.3 EXTENDED MEANING
In this Agreement, words importing the singular number include the
plural and vice-versa and words importing the masculine gender include
the feminine and neuter genders.
1.4 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supercedes all prior
and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties and there are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof, except as specifically set
forth herein. No supplement, modification, waiver or termination of
this Agreement shall be binding unless executed in writing by the party
to be bound thereby.
SECTION 2
Representations, Warranties Covenants of the Vendor
2.1 REPRESENTATIONS, WARRANTIES AND COVENANTS
To induce the Purchaser to enter into this Agreement, the Vendor
represents, warrants and covenants to and in favor of the Purchaser now
and as at the Closing Date as provided in this Section 2 in respect of
the Corporation.
2.2 PURCHASED SHARES
The Vendor beneficially owns the Purchased Shares and at the time of
closing, such shares shall be free of all mortgages, charges, liens and
other encumbrances and no person, firm or corporation has or shall have
any agreement or option or right capable of becoming an agreement for
the purchase from the Vendor of any of the Purchased Shares except as
provided herein, and the Vendor is and will be entitled to sell and
assign the Purchased Shares as provided in this Agreement.
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2.3 CANADIAN NON-RESIDENCE
The Vendor is a non-resident of Canada for the purpose of Part 1 of the
Income Tax Act (Canada) as amended.
2.4 REPRESENTATIONS AND WARRANTIES TRUE ON CLOSING DATE
All representations and warranties contained in this Section 2 shall be
true on and as of the Closing Date with the same effect as if made on
and as of such date except due to changes in circumstances between the
date hereof and the Time of Closing of which the Vendor shall have
advised the Purchaser in writing at or before the Time of Closing.
2.5 REPRESENTATIONS, WARRANTIES AND COVENANTS SURVIVING CLOSING DATE
The representations, warranties and covenants of the Vendor contained
in Section 2 hereof, shall survive the Closing Date and notwithstanding
the closing of the transaction herein provided for, shall continue in
full force and effect for a period of one (1) year from the Time of
Closing.
SECTION 3
Purchaser's Representations and Warranties
3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS
The Purchaser represents, warrants and covenants as provided in this
Section 3.
3.2 EXECUTION AND DELIVERY OF AGREEMENT
The execution and delivery of this Agreement by the Purchaser and the
consummation of the transactions contemplated hereby do not constitute
a breach or a default under the terms of any agreement to which the
Purchaser is a party or by which it is bound, and upon closing will be
duly and validly authorized by all necessary action and will be legally
binding upon the Purchaser in accordance with its terms.
3.3 DOCUMENTS AND INFORMATION
Until immediately after the Time of Closing, all documents and
information received by the Purchaser from the Vendor and the
Corporation, and their respective auditors and solicitors, shall be
treated by the Purchaser as confidential information and will not be
disclosed to others by the Purchaser, except to its solicitors,
auditors and bankers.
3.4 FURTHER REPRESENTATION AND WARRANTY BY PURCHASER
Purchaser has since August 5, 2002 been the sole officer and director
of the Corporation, and on that basis acknowledges that she has
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evaluated the business operations and prospects of the Corporation
without reliance on Vendor. Purchaser hereby waives the opportunity to
review the Corporation's books and records or any other information
that may otherwise assist her in evaluating the within transaction and
she is not relying upon Vendor or any other person for (i) knowledge or
information about any other matters relating to the operation of the
business conducted by the Corporation, (ii) any representations or
warranties of Vendor (other than those specifically set forth in this
Agreement), (iii) the future prospects of the Corporation or (iv) the
value of the Purchased Shares being conveyed by Vendor.
SECTION 4
Purchase of Shares
4.1 PURCHASE PRICE FOR PURCHASED SHARES
Based upon the representations, warranties, undertakings and covenants
set forth in Sections 2 and 3, the Purchaser shall purchase and the
Vendor shall sell to the Purchaser the Purchased Shares for an
aggregate purchase price of Ten Dollars ($10.00) and other good and
valuable consideration representing the Vendors fair market value,
receipt of which is hereby acknowledged as received and agreed to by
the Vendor.
4.2 DELIVERY OF SHARES
Subject to the fulfillment of all the terms and conditions hereof
(unless waived as herein provided), at the Time of Closing, the Vendor
shall deliver to the Purchaser a certificate or certificates
representing all the Purchased Shares, duly endorsed in blank for
transfer, and/or will cause the transfer of such shares to be duly and
regularly recorded on the books of the Corporation in the name of the
Purchaser and/or cause a new certificate issued in the Purchasers name
to be delivered at the time of Closing or earlier. All such share
certificates shall be fully transferable on the books of the
Corporation and endorsed in blank for transfer in a manner
satisfactory to counsel for the Purchaser.
SECTION 5
General
5.1 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of New York and each of the parties agree that all actions shall
be commenced and defended in the Province of Saskatchewan or in New
York City, New York.
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5.2 COUNTERPARTS
The Agreement may be executed in several counterparts bearing original
or facsimile signatures, each of which so executed shall be deemed to
be an original, and such counterparts together shall constitute one and
the same instrument and notwithstanding their date of execution shall
be deemed to bear date as of the date above written.
5.3 NOTICES
Any notice of other instrument required or permitted to be given under
the provisions of this Agreement shall be in writing and may be given
by mailing the same, postage prepaid, or delivering the same addressed
in the case of the Vendor to:
American Busing Corporation
0000 X. Xxxxxxx Xxxxxx
Xxxxx 0, Xxx Xxxxx, Xxxxxx
00000-0000
and in the case of the Purchaser, to:
Xxx Xxxxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxx
and that mail shall be deemed to have been received on the fifth
business day following delivery to the post office during a period of
uninterrupted mail service.
This Agreement shall inure to the benefit of and be binding upon the
respective parties hereto and their respective heirs, executors, administrators,
successors and/or assigns, as the case may be.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
AMERICAN BUSING CORPORATION
Per: /s/ Xxxxxx Xxxxxxxx
-------------------------
Xxxxxx Xxxxxxxx, President
____________________________ /s/ Xxx Xxxxxxxxxx
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(Witness) Xxx Xxxxxxxxxx
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