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EXHIBIT 2.1
AGREEMENT AND PLAN OF EXCHANGE
THIS AGREEMENT AND PLAN OF EXCHANGE (the "Agreement") dated as of April
____, 1998, is made by and among AMERICAN AIRCARRIERS SUPPORT, INC., a South
Carolina corporation ("AASI"), the Shareholders of American Aircarriers Support,
Inc. (the "Shareholders") and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a
Delaware corporation (the "Corporation").
WHEREAS, AASI and the Corporation desire to have all of the outstanding
shares of Common Stock of AASI acquired by the Corporation pursuant to the terms
of an agreement and plan of exchange; and
WHEREAS, AASI,the Corporation and the Shareholders wish to provide in
this Agreement for the terms and conditions upon which such a transaction would
be consummated.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, representations, warranties and agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
THE EXCHANGE RELATED MATTERS
SECTION 1.1 THE EXCHANGE.
(a) Subject to the terms and conditions of this Agreement, at the
Effective Time (as defined below), each share of Common Stock of AASI (the "AASI
Shares") shall be exchanged for 41,000 shares of Common Stock of the Corporation
(the "Corporation Shares"). After the Effective Time, the separate existence of
AASI shall thereupon cease, and the Corporation shall continue as the
Corporation under the laws of the State of Delaware under the name of "American
Aircarriers Support, Incorporated," and the Shareholders of AASI shall become
shareholders of the Corporation.
(b) The issuance of Corporation Shares in exchange for the AASI Shares
(the "Exchange") shall become effective upon the Corporation's receipt of
executed Letters of Transmittal by all the Shareholders. The date and time when
the Exchange shall become effective is hereinafter referred to as the "Effective
Time." The Corporation shall allocate the Corporation Shares issued hereunder
75% to Xxxx X. Xxxxx and 25% to Xxxxxx X. Xxxxx, Xx.
(c) At the Effective Time, the Corporation shall thereupon and
thereafter possess all the rights, privileges, powers, disabilities and duties
of AASI; and be subject to all the debts, obligations, restrictions,
disabilities and duties of AASI; and all the rights, privileges, powers,
franchises, property and other things in action or belonging to AASI shall be
vested in the Corporation; and title to any real estate, vested by deed or
otherwise in AASI, shall not revert or be in any way impaired by reason of the
Exchange; and all rights of creditors and liens upon any property of AASI shall
be preserved unimpaired, and all debts, liabilities and duties of AASI shall
thenceforth attach to the Corporation, and may be enforced against it to the
same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
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SECTION 1.2 DELIVERY OF THE LETTERS OF TRANSMITTAL.
(a) At the Closing (as defined in Section 9.2), each Shareholder of
AASI shall provide an executed Letter of Transmittal representing the consent of
each Shareholder to the exchange of AASI Shares for Corporation Shares which
shall be issued at the rate of 41,000 Corporation Shares for each AASI Share.
Until provided to the Corporation, each Letter of Transmittal shall be deemed
for all purposes to evidence only the right to receive Corporation Shares in
accordance with this Agreement.
(b) If any Corporation Shares are to be delivered to a person other
than the person in whose name the Letter of Transmittal is provided in exchange
therefore is registered, it shall be a condition of the delivery thereof that
the certificate be properly endorsed and otherwise in proper form for transfer.
SECTION 1.3 CERTIFICATE AND ARTICLES OF INCORPORATION. The Certificate
of Incorporation of the Corporation and the Articles of Incorporation of AASI,
as in effect immediately prior to the Effective Time, shall continue to be the
Certificate of the Corporation and the Articles of Incorporation of AASI,
respectively, until the same are amended and changed as provided by law.
SECTION 1.4 BY-LAWS. The By-Laws of the Corporation and AASI, as in
effect immediately prior to the Effective Time, shall be the By-Laws of the
Corporation and AASI, respectively, until the same are amended and changed as
provided by law.
ARTICLE II
REPRESENTATION AND WARRANTIES OF CORPORATION
The Corporation hereby represents and warrants to AASI as follows:
SECTION 2.1 ORGANIZATION AND QUALIFICATION. The Corporation is an
corporation duly organized, validly existing and in good standing under laws of
State of Delaware, and has the requisite corporate power to own all of its
properties and assets and to carry on its business as it is now being conducted.
SECTION 2.2 CAPITALIZATION. As of the date hereof, the authorized
capital stock of the Corporation consists of 20,000,000 shares of Common Stock,
par value $.001 per share, and 2,000,000 shares of Preferred Stock, par value
$.01 per share, of which 4,100,000 shares of Common Stock shall be duly
authorized, validly issued and outstanding, fully paid and nonassessable as of
the Effective Time. The Corporation has reserved 350,000 shares of Common Stock
for issuance upon exercise of options granted under its 1998 Omnibus Stock
Option Plan, of which options to purchase 258,600 shares were outstanding as of
March 20, 1998. In addition, the Representative of the Underwriters will receive
warrants to purchase 200,000 shares of Common Stock during a period of four
years commencing one year from the date of the Corporation's Registration
Statement. The Corporation has further reserved 300,000 shares of Common Stock
for issuance upon exercise of the Underwriters' over-allotment option.
SECTION 2.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The Corporation has
the requisite corporate power and authority to execute and deliver this
Agreement and to consummate the
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transactions contemplated hereby. The execution, delivery and performance by the
Corporation of this Agreement and the consummation by it of the transactions
contemplated hereby have been duly authorized by its Board of Directors and by
its sole stockholder, and no other corporate proceedings on the part of the
Corporation are necessary to authorize the execution and delivery by the
Corporation of this Agreement and the consummation by it of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Corporation, and constitutes a legal, valid and binding agreement of the
Corporation, enforceable against it in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors rights generally, and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
SECTION 2.4 NON-CONTRAVENTION. The Corporation is not subject to or
obligated under any charter, by-law or contract provision, or under any license,
franchise or permit, or any order or decree, which would be breached or violated
or in respect of which a right of acceleration would be created by its execution
and performance of this Agreement.
SECTION 2.5 LITIGATION. There is no claim, suit, action or proceeding
pending or, to the knowledge of the Corporation, threatened against or affecting
the Corporation which can reasonably be expected to affect materially and
adversely the earnings, assets, properties or the financial condition of the
Corporation.
SECTION 2.6 GOVERNMENT APPROVALS. Except the filing of the Articles of
Dissolution by AASI in accordance with the laws of the State of South Carolina,
no governmental consent, approval, hearing, filing, registration or other
action, including the passage of time, is necessary to permit the transactions
contemplated by this Agreement to occur and to be valid and binding upon the
Corporation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF AASI
AASI represents and warrants to the Corporation as follows:
SECTION 3.1 ORGANIZATION AND QUALIFICATION. AASI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
South Carolina and has the requisite power to own all of its properties and
assets and to carry on its business as it is now being conducted.
SECTION 3.2 CAPITALIZATION. As of the date hereof, there are 100 shares
of Common Stock owned by the Shareholders, all of which are duly authorized,
validly owned and fully paid. As of the Closing, there shall be 100 shares of
Common Stock owned by the Shareholders, and there shall be no options, warrants
or other rights, agreements or commitments obligating AASI to issue any capital
stock.
SECTION 3.3 AUTHORITY RELATIVE TO THIS AGREEMENT. AASI has the
requisite power and authority to execute and deliver this Agreement and, subject
to the adoption and approval of this Agreement by its Shareholders, to
consummate the transactions contemplated hereby. The
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execution, delivery and performance by AASI of this Agreement and the
consummation by it of the transactions contemplated hereby have been duly
authorized by its Board of Directors and, except for the approval and adoption
of this Agreement by its Shareholders, no other proceedings on the part of AASI
are necessary to authorize the execution and delivery by AASI of this Agreement
and the consummation by it of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by AASI, and constitutes a legal,
valid and binding agreement of AASI, enforceable against it in accordance with
its terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally, and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding therefor may be brought.
SECTION 3.4 NON-CONTRAVENTION. AASI is not subject to or obligated
under any operating agreement or contract provision, or under any license,
franchise or permit, or any order or decree, which would be breached or violated
or in respect of which a right of acceleration would be created by its execution
and performance of this Agreement.
SECTION 3.5 LITIGATION. There is no claim, suit, action or proceeding
pending or, to the knowledge of AASI, threatened against or affecting AASI or
any of its properties.
SECTION 3.6 GOVERNMENT APPROVALS. Except the filing of the Articles of
Dissolution by AASI in accordance with the laws of the State of South Carolina,
no governmental consent, approval, hearing, filing, registration or other
action, including the passage of time, is necessary to permit the transactions
contemplated by this Agreement to occur and to be valid and binding upon AASI.
SECTION 3.7 FINANCIAL STATEMENTS. AASI has previously provided the
Corporation with audited balance sheets and statement of operations for AASI, as
of and for the year ended December 31, 1997 ("Financial Statements"). The
Financial Statements present fairly the financial position of AASI at the date
indicated and the results of operations for the period specified and have been
prepared on a consistent basis in accordance with generally accepted accounting
principles. Since the respective dates as of which information is given in the
Financial Statements, there has been no material adverse change in the
condition, financial or otherwise, of AASI, or in the earnings, affairs or
business prospects of AASI; there have been no material transactions entered
into by AASI other than those in the ordinary course of business or except as
disclosed by AASI to the Corporation; there have been no material contingent
liabilities incurred by AASI; and there has been no dividend or distribution of
any kind declared, paid or made by AASI with respect to its membership
interests.
SECTION 3.8 SHAREHOLDER AGREEMENTS. Except as disclosed to the
Corporation by AASI, there are no agreements, arrangements or understandings
concerning the voting of AASI's Shares, nor are there any agreements,
arrangements or understandings concerning any transfer of control (whether
voting or otherwise) of AASI's Shares.
SECTION 3.9 TITLE TO ASSETS. AASI has good title to all its assets as
identified on the Financial Statements, free and clear of all security
interests, mortgage, deeds of trust, liens, claims or other encumbrances, except
as disclosed on the Financial Statements or in the notes thereto.
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SECTION 3.10 GOVERNMENTAL PERMITS. AASI has obtained and currently
maintains in full force and effect all approvals, permits and other consents
which it has been required to obtain from any federal, state or local government
agency or body in connection with the ownership, development and use of its
assets.
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE EXCHANGE
SECTION 4.1 CONDUCT OF BUSINESS BY CORPORATION AND AASI PENDING THE
EXCHANGE. Each of the Corporation and AASI covenants and agrees that, prior to
the Effective Time, unless the other shall agree in writing or as otherwise
contemplated by this Agreement:
(a) It shall conduct its business only in the ordinary and usual
course;
(b) It shall not (i) amend its respective Certificate of
Incorporation or By-Laws, or (ii) split, combine or reclassify
its respective outstanding shares, or (iii) declare, set aside
or pay any dividend payable in cash, stock or property with
respect to its shares, except as contemplated by this
Agreement; and
(c) It shall not issue or agree to issue any additional shares or
interests of, or rights of any kind to acquire any shares or
interests of, its respective capital stock of any class.
ARTICLE V
COVENANTS
SECTION 5.1 ACCESS AND INFORMATION. AASI and the Corporation shall each
afford to the other and to the other's accountants, counsel, and other
representatives full access during normal business hours from the date hereof
through the Effective Time to all of its properties, books, contracts,
commitments and records. In the event of the termination of this Agreement, each
party will deliver to the other all documents, work papers and other material,
and all copies thereof, obtained by such party from the other party as a result
of this Agreement. All information contained in such documents will be held in
confidence until such time as such information is otherwise publicly available.
SECTION 5.2 SHAREHOLDERS' APPROVAL. AASI shall promptly call a meeting
of its Shareholders for the purpose of voting upon this Agreement and all other
actions contemplated hereby which require the approval of its Shareholders and
on any other matter which its Board of Directors reasonably determines shall be
submitted to the Shareholders.
SECTION 5.3 BOARD OF DIRECTORS. Commencing on the date hereof and
continuing through the Effective Time, the Board of Directors of the Corporation
shall consist of Messrs. Xxxx X. Xxxxx, Xxxxx X. Xxxx and Xxxxx X. Xxxxx, III
and Xx. Xxxxxx X. Xxxxxxx. The Corporation agrees to take all such corporate
action that is necessary to cause the Board of Directors of the Corporation to
consist of the members described above.
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SECTION 5.4 EMPLOYMENT AGREEMENT. As of the Effective Time, the
Corporation shall assume the responsibilities and obligations of AASI under the
employment agreement between Xxxx X. Xxxxx and AASI, dated January 31, 1998.
SECTION 5.5 ADDITIONAL AGREEMENTS. Subject to the terms and conditions
herein, each of the parties hereto agrees to use all reasonable efforts to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including using its best efforts to obtain all necessary waivers, consents and
approvals and to effect all necessary registrations and filings. In the event at
any time after the Effective Time any further action is necessary or desirable
to carry out the purposes of this Agreement, the proper officers or directors of
the Corporation shall be authorized to execute and deliver, in the name and on
behalf of either AASI or the Corporation, all appropriate documents and take all
such other necessary or desirable actions.
ARTICLE VI
CONDITIONS
SECTION 6.1 CONDITIONS TO AASI'S OBLIGATION TO EFFECT THE EXCHANGE. The
obligation of AASI to effect the Exchange shall be subject to the fulfillment of
the following conditions at or prior to the Effective Time:
a. This Agreement and the transactions contemplated hereby
shall have been approved and adopted by the Board of Directors and
Shareholders of AASI;
b. No court of competent jurisdiction shall have issued any
order, decree or injunction restraining or preventing the consummation
of the Exchange; in the event such order, decree or injunction is
issued, AASI and the Corporation shall each use its best efforts, and
shall cooperate with the other, to have such order, decree or
injunction dissolved;
c. All representations and warranties made by the Corporation
herein shall be true and correct in all material respects as of the
Closing (as defined in Section 9.2 below), with the same force and
effect as if made at such time; and
d. The Corporation shall have complied in all material
respects with its agreements and covenants contained herein.
SECTION 6. CONDITIONS TO THE CORPORATION'S OBLIGATION TO EFFECT THE
EXCHANGE. The obligation of the Corporation to effect the Exchange shall be
subject to the fulfillment of the following conditions at or prior to the
Effective Time:
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a. This Agreement and the transactions contemplated hereby
shall have been approved and adopted by the Board of Directors of the
Corporation;
b. No court of competent jurisdiction shall have issued any
order, decree or injunction restraining or preventing the consummation
of the Exchange; in the event such order, decree or injunction is
issued, AASI and the Corporation shall each use its best efforts, and
shall cooperate with the other, to have such order, decree or
injunction dissolved;
c. All representations and warranties made by AASI herein
shall be true and correct in all material respects as of the Closing
(as defined in Section 9.2 below), with the same force and effect as if
made at such time;
d. AASI shall have complied in all material respects with its
agreements and covenants contained herein; and
e. From the date of this Agreement through the Closing, there
shall be no change in the financial condition or operating results of
AASI which materially adversely affects AASI, its assets, or the
prospects for its future business operations.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1 INDEMNIFICATION. Subject to the provisions of this Article
VII, the Corporation agrees to indemnify in respect of, and hold AASI harmless
against, any and all damages, claims, deficiencies, losses, and expenses
(collectively "Damages") resulting from (i) any material misrepresentation,
breach of warranty, or nonfulfillment or failure to perform any covenant or
agreement on the part of the Corporation made as a part of or contained in this
Agreement or in any certificate executed and delivered pursuant to this
Agreement or in connection with the transactions contemplated hereby, except for
Damages resulting from any such misrepresentations, breach of warranty or
nonfulfillment or failure to perform any such covenant or agreement known to
AASI and waived in writing by AASI as of the Closing, and (ii) any Damages
resulting from Claims asserted by third parties arising from, or directly or
indirectly related to, the offer and sale by the Corporation of its securities.
Subject to the provisions of this Article VII, AASI agrees to indemnify in
respect of, and hold the Corporation harmless against, any and all Damages
resulting from any material misrepresentation, breach of warranty, or
nonfulfillment or failure to perform any covenant or agreement on the part of
AASI made as a part of or contained in this Agreement or in any certificate
executed and delivered pursuant to this Agreement or in connection with the
transactions contemplated hereby except for Damages resulting from any such
misrepresentations, breach of warranty or nonfulfillment or failure to perform
any such covenant or agreement known to the Corporation and waived in writing by
the Corporation as of the Closing. The party claiming indemnification hereunder
is hereinafter referred to as the "Indemnified Party" and the party against whom
such claims are asserted hereunder is hereinafter referred to as the
"Indemnifying Party". Damages for which a claim or action may be asserted
hereunder are hereinafter referred to as a "Loss".
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SECTION 7.2 LIMITATION OF LIABILITY. Neither party shall be liable to
the other party to this Agreement except to the extent that the aggregate amount
of Losses for which they would otherwise (but for this provision) be liable
under this Article VII exceeds in the aggregate the sum of $5,000 and then only
to the extent of such excess.
SECTION 7.3 METHOD OF ASSERTING CLAIMS. All claims for indemnification
by any Indemnified Party under this Article VII shall be asserted and resolved
as follows:
a. In the event that any claim or demand for which an
Indemnifying Party would be liable to an Indemnified Party hereunder is
asserted against or sought to be collected from such Indemnified Party
by a third party, said Indemnified Party shall, within sixty (60) days
of such claim or demand being made, notify the Indemnifying Party of
such claim or demand, specifying the nature of and specific basis for
such claim or demand and the amount or the estimated amount thereof to
the extent then feasible (the "Claim Notice"). The estimate of Loss
contained in the Claim Notice shall not limit the amount of the
Indemnifying Party's ultimate liability under the claim. The
Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to any such claim or demand if the Indemnified Party
fails to notify the Indemnifying Party thereof in accordance with the
provisions of this Agreement within said sixty (60) day period. The
Indemnifying Party shall have 30 days from the personal delivery or
mailing of the Claim Notice (the "Notice Period") to notify the
Indemnified Party (1) whether or not the liability of the Indemnifying
Party to the Indemnified Party hereunder with respect to such claim or
demand is disputed, and (2) whether or not the Indemnifying Party
desires, at the sole cost and expense of the Indemnifying Party, to
defend the Indemnified Party against such claim or demand; provided,
however, that any Indemnified Party is hereby authorized prior to and
during the Notice Period to file any motion, answer or other pleading
which it shall deem necessary or appropriate to protect its interest or
those of the Indemnifying Party and not unreasonably prejudicial to the
Indemnifying Party. In the event that the Indemnifying Party notifies
the Indemnified Party within the Notice Period that it desires to
defend the Indemnified Party against such claim or demand, then, except
as hereinafter provided, the Indemnifying Party shall have the right to
defend by all appropriate proceedings, which proceedings shall be
promptly settled or prosecuted by it to a final conclusion. If the
Indemnified Party desires to participate in, but not control, any such
defense or settlement it may do so at its sole cost and expense. If
requested by the Indemnifying Party, the Indemnified Party agrees to
cooperate with the Indemnifying Party and its counsel in contesting any
claim or demand which the Indemnifying Party elects to contest, or, if
appropriate and related to the claim in question, in making any
counterclaim against the person asserting the third party claim or
demand, or any cross complaint against any person but in any such case
at the sole cost and expense of the Indemnifying Party. No claim may be
settled without the consent of the Indemnifying Party, unless such
settlement includes the complete release of the Indemnifying Party.
b. In the event any Indemnified Party should have a claim
against any Indemnifying Party hereunder which does not involve a claim
or demand being asserted against or sought to be collected from it by a
third party, the Indemnified Party shall send a Claim Notice with
respect to such claim to the Indemnifying Party.
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If the Indemnifying Party does not notify the Indemnified Party within
the Notice Period that it disputes such claim, the amount of such claim
shall be conclusively deemed a liability of the Indemnifying Party
hereunder.
SECTION 7.4 PAYMENT OF CLAIM. Upon the determination of liability of
AASI or the Corporation pursuant to this Article VII, as the case may be, after
payment by the Indemnified Party of, or upon entry of final judgment or reaching
of a settlement in respect of, an Indemnifiable Claim, or determination of a
Loss to the Indemnified Party occasioned by the breach of a representation and
warranty by the Indemnifying Party, and notice thereof to the Indemnifying
Party, the Indemnifying Party shall within thirty (30) days after receipt of
such notice pay to the Indemnified Party the amount of the payment, judgment,
settlement or Loss, as the case may be.
SECTION 7.5 OTHER RIGHTS AND REMEDIES NOT AFFECTED. The indemnification
rights of the parties under this Article VII are independent of and in addition
to such rights and remedies as the parties may have at law or in equity or
otherwise for any misrepresentation, breach of warranty or failure to fulfill
any agreement or covenant hereunder on the part of any party hereto including
without limitation the right to seek specific performance, rescission or
restitution, none of which rights or remedies shall be affected or diminished
hereby.
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing:
a. By mutual consent of the Board of Directors of the
Corporation and the Board of Directors of AASI; or
b. By either the Corporation or AASI if the Closing has not
occurred on or before December 31, 1998 due to no fault of the
terminating party.
SECTION 8.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement as provided above, this Agreement shall become void and there shall be
no liability imposed by this Agreement on the part of either the Corporation or
AASI; provided, however, that the confidentiality provisions contained in
Section 5.1 shall continue in full force and effect.
SECTION 8.3 AMENDMENT. This Agreement may be amended by action taken by
the Board of Directors of the Corporation and AASI at any time before or after
approval hereof by their respective stockholders, but, after any such approval,
no amendment shall be made which changes the number of the Corporation Shares
which AASI Shareholders shall be entitled to receive, or which in any way
adversely affects the rights of the Shareholders of AASI. This Agreement may not
be amended except by an instrument in writing signed on behalf of each of the
parties hereto.
SECTION 8.4 EXTENSION; WAIVER. At any time prior to the Effective Time,
the Corporation and AASI, by action taken by their respective Board of
Directors, may (1) extend the time for the performance of any of the obligations
or other acts of the other party hereto, (2) in
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whole or in part, waive any inaccuracy in the representations and warranties of
the other party contained herein or in any schedule hereto or in any document
delivered pursuant hereto, and (3) in whole or in part, waive compliance with
any of the agreements of the other party hereto or conditions contained herein.
Any agreement to any such extension or waiver shall be valid only if set forth
in an instrument in writing signed and delivered by the party which has granted
such extension or waiver.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.1 INVESTIGATION; SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The respective representations and warranties of the parties contained herein or
in any certificates or other documents delivered prior to or at the Effective
Time shall not be deemed waived or otherwise affected by any investigation made
by any party hereto. Each and every such representation and warranty shall
expire with, and be terminated and extinguished by, the Exchange or the
termination of this Agreement; and thereafter neither the Corporation nor AASI
nor any officer, director or employee thereof shall be under any liability
whatsoever with respect to any such representation or warranty. This Section 9.1
shall have no effect upon any other obligation of the parties hereto, whether to
be performed before or after the Closing.
SECTION 9.2 CLOSING. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of the
Corporation on the later of (i) the date on which the Corporation shareholders
approve this Agreement, (ii) the date on which AASI Shareholders approve this
Agreement, (iii) the business day on which the last of the conditions contained
in Article VI is fulfilled or waived, or (iv) at such other date and place as
the Corporation and AASI may agree. The date of the Closing is herein referred
to as the "Closing Date." As soon as practicable after the Closing, the Articles
of Dissolution for AASI shall be filed in accordance with South Carolina law.
SECTION 9.3 INTERPRETATION. The headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. Terms such as "herein," "hereof," and
"hereinafter" refer to this Agreement as a whole and not to the particular
sentence or paragraph where they appear, unless the context otherwise requires.
Terms used in the plural include the singular, and vice versa, unless the
context otherwise requires. As used in this Agreement, the term "person" shall
mean and include an individual, partnership, joint venture, limited liability
company, corporation, trust or an unincorporated organization.
SECTION 9.4 MISCELLANEOUS. This Agreement constitutes the entire
agreement of the parties and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof; are not intended to and shall not confer
upon any other person any rights or remedies hereunder or otherwise with respect
to the subject matter hereof; shall not be assigned by operation of law or
otherwise; and shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Delaware. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute a single agreement.
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SECTION 9.5 BINDING EFFECT; BENEFIT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties
hereto without the prior written consent of the other party. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
SECTION 9.6 BROKERS' AND INVESTMENT BANKERS' FEES. The Corporation and
AASI each represent that no agent, broker, investment banker, or other firm or
person is or will be entitled to any broker's or finder's fee, or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
it.
SECTION 9.7 PRESS RELEASES. The parties agree that each shall furnish
the other, prior to its release, a copy of any publicity releases or press
releases concerning the transactions described herein. Any party receiving a
proposed publicity release or press release shall review the same and promptly
furnish any comments concerning such publicity release or press release to the
other party. No press release shall be issued by either party without the prior
written consent of the other party.
IN WITNESS WHEREOF, AASI and the Corporation have caused this Agreement
to be executed on their behalf by their respective officers hereunto duly
authorized all as of the date first written above.
AMERICAN AIRCARRIERS SUPPORT, INC.,
By:
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Xxxx X. Xxxxx, President
AMERICAN AIRCARRIERS SUPPORT,
INCORPORATED
By:
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Xxxx X. Xxxxx, President
IN WITNESS WHEREOF, the undersigned have executed this Agreement below
in their capacity as Shareholders of American Aircarriers Support, Inc.
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Xxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Xx.
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