Exhibit 2.1
STOCK EXCHANGE AND MERGER AGREEMENT
THIS AGREEMENT made and entered into this 26th day of March, 2002, by and
between ADVANCED MEDICAL TECHNOLOGIES, INC. (AMT), a Nevada corporation and GOLD
ENTERTAINMENT GROUP, INC. (GOLD), a Nevada corporation.
WHEREAS, AMT is a reporting public company with that is not presently
quoted on any exchange and which currently has no market makers;
WHEREAS, GOLD is a private corporation that is engaged in the prepaid
internet card business.
WHEREAS, on or before April 1, 2002, GOLD is interested in acquiring a
controlling interest in AMT through a stock exchange and merger agreement
provided such conveyance of shares meets the tax free-exchange requirements of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended; and
WHEREAS, on or before April 1, 2002, AMT is interested in selling a
controlling interest to GOLD through an exchange and merger agreement, to be
accomplished as set forth below.
NOW, THEREFORE, in consideration of the provisions and the representations,
warranties and agreements herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
SECTION 1
TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER.
(a) GOLD and AMT acknowledge that time is of the essence in executing this
Agreement and closing on the transaction described herein.
(b) On the "Effective Date," as hereinafter defined, the following shall be
done:
(1) AMT shall divest itself of all of its assets.
(2) AMT will nominate its new Board of Directors. Simultaneously with the
election of new Directors to the Board, the existing director will resign.
(3) GOLD shareholders shall exchange their shares for shares of AMT common
stock. The stock certificates representing ownership of the common stock shall
be properly endorsed on the back for transfer and exchanged for AMT shares.
(4) GOLD shareholders shall receive shares of AMT common stock. Each certificate
representing the restricted shares of common stock will have a legend thereon
incorporating language as follows:
"The Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares have been acquired
for investment and may not be sold or transferred in absence of an effective
registration statement for the shares under the Act unless, in the opinion of
counsel satisfactory to the Company, registration is not required under the
Act."
(5) GOLD will merge into AMT and cease to exist.
(6) AMT shall change its name to Gold Entertainment Group, Inc.
(7) The terms and conditions of the merger shall be as set forth in Articles of
Merger (hereinafter referred to as the "Articles of Merger") and as further
provided herein. The Articles of Merger shall constitute an agreement of merger
for purposes of the General Corporation Law of the State of Nevada and shall be
attached hereto as Exhibit A.
(8) AMT and GOLD shall obtain approval for this Agreement and the transactions
described herein by their respective board of directors pursuant to the
applicable provisions of Nevada law.
(c) The merger shall become effective at the close of business on the day when
the Articles of Merger, certified as to requisite approval of Directors, shall
have been filed in the Office of the Secretary of State of the State of Nevada.
The Articles of Merger shall be filed as soon as practicable after the date this
Agreement is signed.
(d) The shares of common stock of AMT to be issued to the shareholders of GOLD
have not been registered under the Securities Act of 1933 and may not be resold
unless the common stock is registered under the Act or an exemption from such
registration is available. Each stockholder of GOLD who receives restricted
shares shall represent and warrant that the shareholder is acquiring the common
stock for that shareholder's own account, for investment, and not with the view
to the sale or distribution of the common stock. Each certificate representing
the restricted shares of common stock will have a legend thereon incorporating
language as follows:
"The Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The Shares have been acquired
for investment and may not be sold or transferred in the absence of an effective
registration statement for the Shares under the Act unless, in the opinion of
counsel satisfactory to the Company, registration is not required under the
Act."
(e) Notwithstanding the restrictions set forth in Section 1(d), the rights to
sell the securities may be permitted if, in the opinion of counsel, the
shareholder complies with the provisions of Rule 144 of the Act.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF GOLD
(a) Organization and Authority. GOLD is duly organized, validly existing and in
good standing under the laws of Nevada with full corporate power and authority
to own its property and assets and to conduct its business in the manner and in
the places in which it is now conducted. GOLD is qualified to do business as a
foreign corporation in the State of Florida, and the character of the properties
owned or leased by GOLD and the nature of the business conducted by it does not
require such qualification in any other jurisdiction except where the failure to
so qualify would not have a material adverse affect on GOLD or its business.
(b) Corporate Action. All corporate action necessary on the part of GOLD to
authorize the execution and delivery of this Agreement and the Articles of
Merger and the performance or satisfaction of GOLD's obligations hereunder and
thereunder has been or will have been duly taken prior to the Effective Date.
This Agreement and the Articles of Merger constitute the valid and binding
obligations of GOLD enforceable in accordance with their respective terms.
(c) Capitalization. As of the date hereto, GOLD's entire authorized capital
stock consists of 20,000,000 shares of common stock, $0.0001 par value per
share, of which 5,250,000 shares are issue and outstanding. All of the
outstanding shares of capital stock of GOLD have been duly issued in accordance
with all applicable laws, rules and regulations, are fully paid and
non-assessable and are owned by its shareholders. There are no outstanding
subscriptions, rights, options, warrants or other agreements obligating GOLD to
issue, sell or transfer any stock or other securities of GOLD, except as
otherwise described in this Agreement.
(d) Articles of Incorporation and Bylaws. The Articles of Incorporation and
Bylaws of GOLD are true, correct and complete. The minute books of GOLD contain
true and complete records of all meetings and consents in lieu of meetings of
its Board of Directors and shareholders since the date of incorporation and
accurately reflect all transactions referred to therein.
(e) Ongoing Business. GOLD currently is in the developmental stage and has
realized no revenues to date.
(f) No Material Adverse Changes. As of the date of this Agreement, there shall
be no material adverse change in the assets, operations, conditions (financial
of otherwise) or prospective business of GOLD; there shall be no damage,
destruction or loss materially affecting the assets, prospective business,
operations or condition (financial or otherwise) of GOLD, whether or not covered
by insurance; there shall be no declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of GOLD's
capital stock; there shall no sale of an asset (other than in the ordinary
course of business or otherwise approved by AMT) or mortgage or pledge by GOLD
of any properties or assets.
(g) Taxes. GOLD has prepared and filed all appropriate federal, state and local
tax returns of every kind and category (including, without limitation, income
taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use taxes,
gross receipt taxes, franchise taxes and property taxes) for all periods prior
to and through the date hereof for which any such returns have been required to
be filed by it and has paid all taxes shown to be due by said returns or on any
assessments received by it, or has made adequate provisions for the payment
thereof.
(h) Compliance with Laws. GOLD and all business intended to be conducted will
comply with all federal, state, county and local laws, ordinances, regulation,
inspections, orders, judgments, injunctions, awards or decrees applicable to it
or its business which, if not complied with would materially and adversely
affect its business.
(i) Compliance with Other Instruments. Neither the execution nor delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
result in any violation of or be in conflict with any term of any contract or
other instrument to which GOLD is a party or of any judgment, statute, rule or
regulation applicable to GOLD, or result in the creation of any lien, charge or
encumbrance on any of its properties or assets, or result in the acceleration of
any obligation of GOLD under any deed of trust, mortgage, lease, or similar
instrument to which it is a party.
(j) No Breach. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not:
(1) violate any provisions of the Articles of Incorporation or Bylaws of
GOLD;
(2) violate, conflict with or result in the breach of any of the terms
of, result in a material modification of, or otherwise give any other
contracting party the right to terminate, or which constitute a default under
any contract or other agreement to which GOLD is a party or by or to which it
or any of its assets or properties may be bound or subject;
(3) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding upon,
GOLD or upon the properties or business of either of them; or
(4) violate any statute, law or regulation of any jurisdiction applicable
to the transactions contemplated herein.
(k) Litigation. There is no outstanding order, judgment, injunction, award or
decree of any court, government or regulatory body or arbitration tribunal
against or involving GOLD. There is no action, suit or claim or legal,
administrative or arbitral proceeding or any investigation (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving GOLD or any of its respective
properties or assets. There is no fact, event or circumstances that may give
rise to any suit, action, claim, investigation or proceeding. There is no
action, suit or claim or legal, administrative or arbitral proceeding pending or
threatened that would give rise to any right of indemnification on the part of
any director of GOLD or its respective heirs, executors or administrators of
such directors or officers.
(l) Agreements. The document titled "Material Contracts" which shall be
incorporated by reference into this Agreement sets forth any material contract
or arrangement to which GOLD is a party or by or to which it or its assets,
properties or business are bound or subject whether oral or written. All of the
agreements set forth in the document titled Material Contracts are valid,
binding, enforceable, subsisting agreements, in full force and effect. GOLD is
not in default under any of them (nor is any other party to any of such
agreements, nor does any condition exist which with notice or lapse of time or
both would constitute default thereunder).
(m) Insurance Policies. The document titled "Insurance Policies" which shall be
incorporated by reference and made part of this Agreement contains a complete
and correct list and summary description of all insurance policies held by GOLD
and in force and effect at the date hereof, including but not limited to key-man
insurance, workers' compensation and employer liability, automobile insurance,
malpractice insurance, product liability and title insurance.
(n) Labor Relation. GOLD is not a party to any collective bargaining agreement
governing its employees. There is no pending or threatened election for union
representation of GOLD's employees.
(o) Finders. No broker's or finder's fee will be payable by GOLD and GOLD agrees
to hold AMT harmless from any claim, commission, finder's or broker's fee
because of any act, emission or statement of either party to the transaction
contemplated herein including but not limited to any securities violations.
(p) Real Property. The document titled "Real Property" which shall be
incorporated by reference and made part of this Agreement contains a correct and
complete list and brief description of all interest in real property or
buildings improvements thereon (other than a leasehold interest and improvements
relating thereto) owned by GOLD as referenced in the document described, whether
situated within or without the State of Nevada, including any options to acquire
real property.
(q) Leases. The document titled "Leases" which shall be incorporated by
reference and made part of this Agreement obtains a correct and complete list
and brief description of all leases or agreements under which GOLD is lessee of
or holds, or operates any property, real or personal, owned by any third party.
Each of such leases and agreements is in full force and effect and constitutes a
legal, valid, and binding obligation of the respective parties thereto
enforceable in accordance with its terms, subject to insolvency, reorganization,
moratorium, or other similar law relating to the enforcement of creditors rights
generally and to the availability of equitable remedies which are subject to the
discretion of the Court before which any proceeding therefor may be brought.
(r) Tangible Assets. The document titled "Tangible Assets" which shall be
incorporated by reference and made part of this Agreement contains a correct and
complete list and brief description of all machinery, equipment, furniture,
leasehold improvements, fixtures, vehicles, structures, owned or leased by GOLD,
any related capitalized items or other tangible property material to the
business of GOLD (the "Tangible Asset.") Except as set forth in this document,
GOLD holds all rights, title and interest in all the properties, interests and
assets, real, personal and mixed, free and clear of all liens, pledges,
mortgage, security interests, conditional sales contracts or any other
encumbrances or liens for current taxes not yet delinquent.
(s) Inventories. GOLD's inventories, as applicable, or thereafter acquired are
valued at cost or market and consist of items which are of a quality and
quantity usable and/or saleable in the ordinary course of GOLD's business.
(t) Liabilities. As of the date of this Agreement, except as set forth in a
document titled "GOLD's Liabilities," GOLD does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit brought, whether or not of a kind required by generally
accepted accounting principles (all of the foregoing collectively defined as
"Liabilities.") As of the Effective Date, GOLD will not have any liabilities,
other than liabilities incurred since the date of the signing of this Agreement
in the ordinary course of business. There is no circumstance, condition, event
or arrangement which may hereafter give rise to any Liabilities not in the
ordinary course of business, except as set forth in the document titled "GOLD
Liabilities".
(u) Conduct of Business. Between the date of this Agreement and the Effective
Date, GOLD shall conduct its business only in the ordinary course thereof
consistent with prudent business judgment and past practice and in such a manner
that the representations and warranties contained in this Section 2 shall be
true and correct at and as of the Effective Date (except for changes
contemplated, permitted or required by this Agreement) and so that the
conditions to be satisfied by GOLD at the Effective Date shall have been
satisfied. GOLD shall not incur expenses or liabilities between the date this
Agreement is signed and the Effective Date other than in the normal course of
business.
(v) Unusual Events. Until the Effective Date, GOLD shall supplement or amend all
relevant documents incorporated by reference and made part of this Agreement
with respect to any matter thereafter arising or discovered which, if existing
or known at the date of this Agreement, would have been set forth or described
in such documents; provided, however, that for the purpose of the rights and
obligations of the parties hereunder, any such material supplemental disclosure
shall not be deemed to have been disclosed to AMT until the date GOLD delivers
it to AMT, unless agreed to in writing by AMT.
(w) Changes in Business Relationship. GOLD is not aware of any material changes
or threatened changes in its business or client relationships, including any
discontinuance of contractual relationships.
(x) Full Disclosure. No representation or warranty of GOLD and no statement
contained in any document incorporated by reference and made part of this
Agreement furnished by GOLD to AMT pursuant hereto or in connection with the
transactions contemplated hereby contain or at the Effective Date will contain
any untrue statement of a material fact or omit or will omit to state a material
fact necessary to make such fact not misleading or necessary to provide AMT with
full information as to GOLD and its affairs.
(y) Representations and Warranties on Effective Date. The representations and
warranties contained in this Section 2 shall be true and complete on the
Effective Date with the same force and effect as though such representations and
warranties had been made on and as of the Effective Date.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF AMT
AMT hereby represents and warrants to GOLD as follows:
(a) Public Company. AMT is a public shell company. Its common stock is not
currently traded. As of the date of this Agreement it has no market makers. AMT
is required to file reports with the Securities and Exchange Commission pursuant
to Section 13(a) or 15(d) of The Exchange Act.
(b) Public Float and Shares Eligible for Public Resale. On the Effective Date,
AMT shall have outstanding 830,540 shares of common stock. These shares may be
eligible for public resale under Rule 144 of the Act and upon the timely filing
of Form 15(c)211.
(c) Capitalization. As of the Effective Date, AMT shall have 200,000,000 shares
of authorized capital stock, $0.001 par value, of which 11,864,867 will be
issued and outstanding. All of the outstanding, shares will be duly and validly
issued in accordance with all applicable laws, rules, and regulations and are
fully paid and non-assessable and free of pre-emptive rights. There are and as
of the Effective Date will be no options, warrants, subscription or other rights
or commitments outstanding for the sale, issuance or redemption of any shares or
other securities of AMT.
(d) Organization and Authority. AMT is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada, with full
corporate power and authority to own its property and assets and to conduct its
business in the manner and the places in which it is now conducted.
(e) Corporate Action. All corporate action necessary on the part of AMT to
authorize the execution and delivery to GOLD of this Agreement and the Articles
of Merger and the performance of its obligations thereunder has been or will
have been duly taken prior to the Effective Date. This Agreement and the
Articles of Merger constitute the valid and binding obligations of AMT
enforceable in accordance with their respective terms. The execution and
delivery of and the consummation of the transactions provided for in this
Agreement and the Articles of Merger will not violate any provision of the
Certificate of Incorporation, Articles of Incorporation or Bylaws of AMT, as
applicable, any provision of law, or any judgment, order or decree of any court
or agency or government, applicable to AMT, or result in a breach of, default
under, or acceleration of any obligation under any indenture or agreement to
which AMT is a party.
(f) Compliance with Other Instrument. Neither the execution nor delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
result in any violation of or be in conflict with any term or any contract or
other instrument to which AMT is a party or of any judgment, decree, order,
statute, rule or regulation applicable to AMT, or result in the creation of any
lien, charge or encumbrance on any of its properties or assets, or result in the
acceleration of any obligation of AMT under any deed of trust, mortgage, lease
or similar instrument to which it is a party.
(g) Compliance with Laws. AMT has complied with all federal, state, county,
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect its status as a public
company.
(h) Articles of Incorporation and Bylaw. AMT's Articles of Incorporation and
Bylaws and any amendments to each, are true, correct and complete. The minute
books of AMT contain true and complete records of all meetings and consents in
lieu of meetings of their respective Board of Directors and shareholders since
the date of incorporation and accurately reflect all transactions referred to
therein.
(i) Shell Company. As of the Effective Date, AMT shall be a shell company with
no assets and no liabilities other than disclosed, including any and all tax
obligations, except as described in Section 3(j).
(j) Liabilities. Except as set forth in the document titled "Liabilities of AMT"
which shall be incorporated by reference and made part of this Agreement. AMT
has no liabilities, including any contingent liability related to litigation,
and will have no liabilities as of the Effective Date. The document shall
disclose in detail the amount of any liability and the circumstances related to
such liability. With the exception of any contingent liability related to
litigation disclosed in the document titled "Liabilities of AMT", all other
liabilities arising from or related to litigation shall be assumed by AMT.
(k) Disclosures. No representation or warranty of AMT in this Agreement, and no
statement contained in any document incorporated by reference and made a part of
this Agreement or other document furnished or to be furnished by AMT to GOLD
pursuant hereto or in connection with the transactions contemplated hereby
contains or at the Effective Date will contain any untrue statement of a
material fact or omit or will omit to state a material fact necessary to make it
not misleading or necessary to provide GOLD with full information as to AMT and
its affairs.
SECTION 4
COVENANTS OF GOLD
GOLD covenants and agrees as follows:
(a) Conduct of Business. From the date of this Agreement through the Effective
Date, GOLD shall conduct its developing business in the ordinary course.
(b) Preservation of Business. From the date hereof through the Effective Date,
GOLD shall use its best efforts to preserve its business organization intact,
keep available the services of its present officers, employees, consultants and
agents.
(c) Litigation. GOLD shall promptly notify AMT of any lawsuits claims,
proceedings, or investigations which after the date hereof are threatened or
commenced against it or any of their respective officers, directors, employees,
consultants, agents, shareholders or other representatives with respect to the
affairs of GOLD.
(d) Dissenting Shareholders. Dissenters rights shall not be demanded prior to
the Effective Date by any of the shareholders of GOLD pursuant to the provisions
of Nevada law, if any, as to dissenter rights.
(e) Continued Effectiveness of Representations and Warranties. From the date
hereof through the Effective Date, GOLD shall conduct its business in such a
manner so that the representations and warranties contained in Section 2 shall
continue to be true and correct on and as of the Effective Date and as if made
on the date of this Agreement, and shall:
(i) promptly give notice to AMT of any event, condition or circumstances
occurring from the date hereof through the Effective Date which would render any
of the representations or warranties untrue, incomplete, insufficient or
constitute a violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that such information
is kept current, complete and accurate.
SECTION 5
COVENANTS OF AMT
AMT covenants and agrees as follows:
(a) Compliance with Laws. AMT will comply in all material respects with federal
and state regulations necessary to effectuate the exchange of all outstanding
shares of GOLD for shares of common stock of AMT, as contemplated by this
Agreement.
(b) Litigation. AMT shall promptly notify GOLD of any lawsuits, claims,
proceedings or investigations which after the date hereof are threatened or
commenced against it or against any other respective officers, directors,
employees, consultants, agents, shareholders or other representatives with
respect to the affairs of AMT.
(c) Dissenting Shareholders. Dissenters rights shall not be demanded prior to
the Effective Date by any of the shareholders of AMT pursuant to the provisions
of Nevada law, if any, as to dissenters rights.
(d) Continued Effectiveness of Representations and Warranties. From the date
hereof to the Effective Date, AMT shall conduct its business in such a manner so
that the representations and warranties contained in Section 3 shall continue to
be true and correct on and as of the Effective Date and as if made on the date
of this Agreement, and shall:
(i) promptly give notice to GOLD of any event, condition or circumstances
occurring from the date hereof through the Effective Date which would render any
of the representations or warranties untrue, incomplete, insufficient or
constitute a violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that such
information is kept current, complete and accurate.
SECTION 6
CONDITIONS OF OBLIGATIONS 0F AMT
The obligations of AMT to consummate this Agreement and the transactions
contemplated hereby are subject to the satisfaction at or before the Effective
Date of every one of the following conditions, any of which AMT may in its sole
discretion waive:
(a) Representations and Warranties. The representations and warranties of GOLD
set forth in Section 2 hereof shall be true and correct at and as of the
Effective Date with the same effect as though such representations and
warranties had been made on and as of the date of this Agreement, and any
letter, statement, list, certificate or other written information furnished by
GOLD pursuant hereto or in connection with the transactions contemplated hereby
shall be true and correct in all material respects at and as of the date or
dates stated therein.
(b) Performance of GOLD. GOLD shall have performed and complied with all
agreements and conditions required by this agreement to be performed or complied
with by it either prior to or at the Effective Date. As a condition to closing,
GOLD further undertakes to pay all debt as set forth on Exhibit B as
Liabilities.
(c) Governmental Permits and Approvals. Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required for the
lawful consummation of the transaction contemplated shall have been obtained.
(d) Third Party Consents. All consents, permits and approvals from parties to
any contracts or other agreements with GOLD which may be required in connection
with the performance by GOLD of its obligations under such contacts or other
agreements after the Effective Date shall have been obtained.
(e) Litigation. No action, suit or proceeding shall have been instituted before
any court or governmental or regulatory body or instituted or threatened by a
governmental or regulatory body to restrain, modify or prevent the carrying out
of the transactions contemplated hereby or to seek damages or a discovery order
in connection with such transactions, or which has or may have, in the opinion
of AMT, a material adverse effect on the assets, properties, business,
operations or condition (financial or otherwise) of AMT.
(f) Absence of Adverse Changes. Since the date of this Agreement, there shall
have been no change in the financial condition, business, or properties of GOLD
which materially and adversely affects the conduct of its contemplated business
or its condition, financial or otherwise.
(g) Satisfaction of Indebtedness. Indebtedness and obligations of GOLD to any of
its shareholders and affiliates shall have been satisfied and discharged, and
any documentation evidencing such satisfaction or discharge shall have been
received as requested by AMT.
(h) No Restraining Order. There shall not have been any action or proceeding
instituted or threatened before any court or governmental agency to restrain or
prohibit, or obtain substantial damages in respect of this Agreement or the
consummation of the transactions contemplated hereby which, in the opinion of
AMT, make it inadvisable to consummate such transaction.
(i) Compliance Certificate. AMT shall have received a certificate signed by the
President dated as of the Effective Date and satisfactory in form and substance
to AMT certifying to the fulfillment of the conditions specified in Section
6(b).
SECTION 7
CONDITIONS TO THE OBLIGATIONS OF GOLD
The obligations of GOLD to consummate this Agreement and the transactions
contemplated hereby are subject to the satisfaction at or before the Effective
Date of each and every one of the following conditions, any of which GOLD may in
its sole discretion waive:
(a) Representations and Warranties. The representations and warranties of AMT as
set forth in Section 3 hen at shall be true and correct at and as of the
Effective Date with the same effect as though such representations and
warranties had been made on the date of this Agreement, and any letter,
statement, list, certificate or other written information furnished by AMT
pursuant hereto or in connection with the transactions contemplated hereby shall
be true and correct in all material respects at and as of the date or dates
stated therein.
(b) Performance by AMT. AMT shall have performed and complied with all
agreements and conditions required by this Agreement to be performed or complied
with by it either prior to or at the Effective Date.
(c) Absence of Adverse Changes. Since the date of this Agreement there shall
have been no change in AMT which materially and adversely affects its status as
a public company.
(d) Compliance Certificate. GOLD shall have received a certificate signed by the
President of AMT dated as of the Effective Date and satisfactory in form and
substance to GOLD certifying to the fulfillment of the conditions specified in
Section 7(b).
(e) Stock Certificates. At the Effective date, each shareholder shall receive a
certificate or certificates representing the number of shares of common stock of
AMT they are entitled to.
SECTION 8
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations, warranties, agreements, covenants, and obligations herein
made by or in any of the documents incorporated by reference and made a part of
this Agreement shall be deemed to have been relied upon by each of the other
parties, shall survive the Effective Date for a period of two years thereafter
(except that the representations with respect to taxes of GOLD in Section 2(h)
shall continue to exist after the Effective Date for a period of three years),
and shall not merge in the performance of any obligation by any party hereto.
SECTION 9
TERMINATION
(a) This Agreement may be terminated at any time prior to the filing of the
Articles of Merger in the office of the Secretary of the State of Nevada by:
(i) mutual consent of GOLD and AMT;
(ii) AMT if, at the Effective Date, any of the conditions set forth in
Section 6 shall not have been satisfied;
(iii) GOLD if, at the Effective Date, any of the conditions set forth
in Section 7 shall not have been satisfied;
(iv) AMT, if GOLD has breached any material representation warranty,
covenant or agreement contained in this Agreement;
(v) GOLD, if AMT has breached any material representation, warranty,
covenant or agreement contained in this Agreement; and
(vi) AMT, if any legal proceeding is commenced or threatened by any
governmental or regulatory agency or other person directed against the
consummation of the transaction or any other transaction under this
Agreement.
(b) If this Agreement shall be terminated as provided in Section 9(a), the
Articles of Merger shall be deemed to have been abandoned and shall be void and
of no further effect, without any liability on the part of any of the parties
thereto or the stockholders, directors, officers, employees or agents of any of
them.
SECTION 10
INDEMNIFICATION
(a) Obligation of GOLD to Indemnify. Subject to the limitations on the survival
of representations and warranties contained in Section 8, GOLD, its respective
officers, directors and employees hereby agree to indemnify, defend and hold AMT
harmless from and against any losses, liabilities, damages, deficiencies, costs
or expenses (including interest, penalties and reasonable attorneys fees and
disbursements) based upon, arising out of or otherwise due to any material
inaccuracy in or any breach of any representation, warranty, covenant or
agreement of GOLD contained in this Agreement or in any document or other
writing delivered pursuant to this Agreement.
(b) Obligation of AMT to Indemnify. Subject to the limitations on the survival
of representations and warranties contained in Section 8, AMT, its respective
officers, directors and employees, hereby agree to indemnify, defend and hold
GOLD harmless from and against any losses, liabilities, damages, deficiencies,
costs or expenses (including interest, penalties and reasonable attorneys fees
and disbursements) based upon, arising out of or otherwise due to any material
inaccuracy in or any breach of any representation, warranty, covenant or
agreement of AMT contained in this Agreement or in any document or other writing
delivered pursuant to this Agreement.
SECTION 11
MISCELLANEOUS
(a) Notices. All notices or requests, demands and other communications hereunder
shall be deemed to have been duly given if in writing and delivered or mailed
postage prepaid to the parties as follows:
If to GOLD: Gold Entertainment Group, Inc.
0000 X Xxxxxxx Xxxx Xxxxxxxxx, XXX 363
Ft. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxx Fytton, President
If to AMT: Advanced Medical Technologies, Inc.
000 X. Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, President
The address of any party for any such notice, request or other communication may
be changed by giving notice of such change to the other parties as herein above
provided.
(b) Fees and Expenses. Each of the parties will bear its own costs and expenses
in connection with the negotiation and the consummation of this Agreement.
(c) Amendment. This Agreement may be amended by mutual agreement of the parties
at any time prior to the Effective Date.
(d) Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use it best efforts to fulfill or obtain the fulfillment
of the conditions.
(e) Law Governing. This Agreement shall be deemed to have been entered into
under the laws of the State of Florida, and the rights and obligations of the
parties hereunder shall be governed and determined according to the laws of said
state, without regard to applicable conflicts of laws.
(f) Resolution of Disputes. Any dispute arising out of or related to this
Agreement or the breach thereof shall be resolved by litigation in Broward
County, Florida. The prevailing party in any such litigation shall be entitled
to reasonable attorneys fees and costs.
(g) Entire Agreement and Counterparts. This Agreement and the documents
incorporated by reference and made a part of it and any other instruments and
agreements to be delivered in conjunction herewith constitute the entire
agreement between the parties with respect to the transactions contemplated
herein and supersede all prior agreements and understandings of the parties with
respect thereto. This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one instrument.
(h) Construction. This Agreement shall be construed within the fair meaning of
each of its terms and not against the party drafting the document.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto under
their respective seals, as of the day and year first above written.
ADVANCED MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, President
GOLD ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxx Xxxxxxx Fytton
-----------------------------------
Xxxxx Xxxxxxx Fytton, President
