Exhibit 10.46
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT ("Agreement") is made as of this 17th day of
December, 1992 by and between THE VADER GROUP, INC., a New York corporation
("Vader") and XXXXXX CORP., an Illinois corporation ("Xxxxxx").
R E C I T A L S:
X. Xxxxxx is the holder of (i) 91,500 shares of common stock of IMNET
Acquisition Co., a Delaware corporation (the "Company"), (ii) 6,000 shares of
Series A preferred stock of the Company, and (iii) 3,000 shares of Series B
preferred shares of the Company.
X. Xxxxxx desires to transfer to Vader the following shares of the stock
of the Company (such shares are collectively referred to as the "IMNET Shares"):
(i) 56,547 shares of common stock of the Company, (ii) 3,708 shares of Series A
preferred stock of the Company, and (iii) 1,854 shares of the Series B preferred
stock of the Company.
C. In exchange for the IMNET Shares, Vader has paid to Xxxxxx $421,837
(the "Cash Payment"), the receipt of which is hereby acknowledged, and desires
to issue to Xxxxxx 80,000 treasury shares of Vader common stock (the "Vader
Shares").
In consideration of the mutual premises, representations and warranties and
covenants hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
Section 1.1 Transfer of the IMNET Shares. Xxxxxx agrees to transfer to
Vader the IMNET Shares in exchange for the Cash Payment and the Vader Shares
free and clear of all liens, claims, charges or encumbrances of any kind derived
from or through Xxxxxx.
Section 1.2 Transfer of Vader Shares. Vader agrees to issue to Xxxxxx the
Vader Shares in exchange for a portion of the IMNET Shares free and clear of all
liens, claims, charges or encumbrances of any kind derived from or through
Vader.
Section 1.3 Closing. The closing of the transfer of the IMNET Shares to
Vader and the issuance of the Vader Shares shall take place at the offices of
Xxxxxxxx & Xxxxx, X.X., Xxxxx 0000., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000 at 10:00 a.m. on __________________, 1992 or such other place, time and
date determined by mutual agreement of Xxxxxx and Vader (the "Closing"). At the
Closing, the following steps shall be taken, provided that upon their completion
all such steps shall be deemed to have occurred simultaneously:
(a) Xxxxxx shall deliver to Vader certificates representing or
evidencing the IMNET Shares duly endorsed for transfer, accompanied by
duly executed stock powers with signatures guaranteed; and
(b) Vader shall deliver to Xxxxxx the Vader Shares.
ARTICLE 2
Section 2.1 Authority of Xxxxxx. Xxxxxx represents and warrants to Vader
that it has the full corporate power and authority to execute and deliver this
Agreement, to perform hereunder, and to consummate the transactions contemplated
hereby without the consent or approval of any other person whomsoever, other
than those consents which have already been obtained. This Agreement
constitutes the valid and legally binding obligation of Xxxxxx, except ase
nforcement may be limited by bankruptcy or similar laws and except as the
availability of equitable remedies is subject to judicial discretion.
Section 2.2 Certain Matters Regarding the IMNET Shares. Xxxxxx represents
and warrants to Vader that Xxxxxx owns all of the IMNET Shares free and clear of
all liens, claims or other encumbrances other than the rights of Vader thereto,
and there are no restrictions on the transfer of such IMNET Shares except as may
appear on the face thereof. Upon Closing, the IMNET Shares to be transferred to
Vader from Xxxxxx will be owned by Vader free and clear of all liens, claims or
other encumbrances derived from or through or known to Xxxxxx. Xxxxxx further
represents that it is acquiring the Vader Shares for investment and not with a
view to the distribution thereof.
ARTICLE 3
Section 3.1 Authority of Vader. Vader represents and warrants to LOP that
it has the full corporate power and authority to execute and deliver this
Agreement, to perform hereunder, and to consummate the transactions contemplated
hereby without the consent or approval of any other person whomsoever, and that
this Agreement constitutes the valid and legally binding obligation of Vader,
except as enforcement may be limited by bankruptcy or similar laws and except as
the availability of equitable remedies is subject to judicial discretion.
Section 3.2 Certain Matters Regarding Vader Shares. Vader represents and
warrants that there are no restrictions on the transfer of the Vader Shares
except as may appear on the certificates thereof, which contain the usual legend
on shares of Vader acquired for investment. Upon Closing, the Vader Shares to
be transferred to Xxxxxx will be owned by Xxxxxx free and clear of all liens,
claims or other encumbrances derived from or through or known to Vader, other
than the restrictions on shares purchased for investment in a private
transaction. The Vader Shares have not been registered under the Securities Act
of 1933, as amended, and are subject to Rule 144.
ARTICLE 4
Section 4.1 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
Section 4.2 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
Section 4.3 Governing Law. This Agreement and the rights and obligations
of the parties hereto shall be governed, construed and enforced in accordance
with the laws of the State of Illinois.
Section 4.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
XXXXXX CORP.
By /s/ Xxxx Xxxxxxxx
Its President
THE VADER GROUP, INC.
By
Its
