EXHIBIT 2.5
TRANSFER AGREEMENT
(SHARE EXCHANGE)
(CORPORATION-STOCK-POOLING)
This Transfer Agreement (this "Agreement") is entered into as of
May 16, 1997 by and among PREMIERE TECHNOLOGIES, INC. ("Premiere"), a
corporation organized and existing under the laws of Georgia, LAR-LIN
ENTERPRISES, INC. LAR-LIN INVESTMENTS, INC. AND VOICE-MAIL SOLUTIONS, INC. (each
a "Company" and collectively, the "Companies"), each a corporation organized and
existing under the laws of KANSAS (the "Company Jurisdiction"), and the party or
parties listed on the signature pages hereto as the owners of each Company
(whether one or more, referred to as the "Owners").
BACKGROUND
This Agreement provides for the acquisition of each Company by Premiere
pursuant to a share exchange in which Premiere will issue shares of its Common
Stock for the stock of the Companies held by the Owners (the "Share Exchange").
The respective Boards of Directors of Premiere and each Company have approved
the terms and conditions set forth in this Agreement. This Agreement provides
for all of the Owners' equity interests in the Companies to be exchanged for the
consideration described below in the Share Exchange.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. The Uniform Terms and Conditions attached hereto as EXHIBIT A (the
"Uniform Terms") are hereby made a part of and incorporated herein as if fully
restated herein. Capitalized terms used and not defined herein shall have the
meanings provided in the Uniform Terms. The Transfer Agreement shall control in
the event of any conflict with any provision of the Uniform Terms. As used in
the Uniform Terms, the "Company" shall mean the "Companies."
2. The consideration for the Share Exchange will be determined in
accordance with the following provisions of the Uniform Terms: Article 10,
entitled "Share Exchange," and Section 11.2, entitled "Share Exchange (Stock
Consideration)." The following provisions of the Uniform Terms shall not apply:
Section 10.3, entitled "Share Exchange (Cash Consideration)," Article 11,
entitled "Forward Triangular Merger," and Article 12, entitled "Reverse
Triangular Merger."
3. It is the intention of the parties hereto that the business combination
to be effected by the Share Exchange be accounted for as a pooling of interests.
4. It is the intention of the parties hereto that the form of the
transactions with respect to the Share Exchange and the Company and Premiere
shall qualify as a "reorganization" within the meaning of Section 368(a)(1)(B)
of the Code for federal income tax purposes.
5. "Deductible Amount" shall mean $10,000.00.
6. "Multiple" shall mean 6.
7. "Reference Number" for Lar-Lin Enterprises, Inc. shall mean $384,587,
for Lar-Lin Investments, Inc. shall mean $219,293, and for Voice-Mail Solutions,
Inc. shall mean $112,838.
8. Xxxxxxxx X. Xxxxxxx shall serve as the Owner's Representative under
the terms of Section 8.2. of the Uniform Terms.
9. EXHIBIT 5.10. (Additional Deliveries)
Amendment to letter agreement with Xxxx & Flint, PC, PA
Assignment of vehicle leases to Owners
10. EXHIBIT 6.1.2. (Additional Indemnification Matters)
None
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.
PREMIERE:
PREMIERE TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
__________________________________
By: Xxxxxxx X. Xxxxx
Its: Senior VicePresident-Finance
and Legal
COMPANIES:
LAR-LIN ENTERPRISES, INC.
/s/ Xxxxxxxx X. Xxxxxxx
__________________________________
By: Xxxxxxxx X. Xxxxxxx
Its: President
LAR-LIN INVESTMENTS, INC.
/s/ Xxxxxxxx X. Xxxxxxx
__________________________________
By: Xxxxxxxx X. Xxxxxxx
Its: President
VOICE-MAIL SOLUTIONS, INC.
/s/ Xxxxxxxx X. Xxxxxxx
__________________________________
By: Xxxxxxxx X. Xxxxxxx
Its: President
OWNERS:
/s/ Xxxxxxxx X. Xxxxxxx
__________________________________
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
__________________________________
Xxxxx X. Xxxxxxx
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