Exhibit 10.20
Option to Purchase Employee/Customer Base
Dated October 1, 1999 Between
BioLynx Outsource Services, Inc. and
Alamo Commercial Group, Inc.
Exhibit 10.20
OPTION TO PURCHASE EMPLOYEE/CUSTOMER BASE
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This Agreement ("Agreement") is entered into this date, is by and between
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BioLynx Outsource Services, Inc., a Texas corporation ("Purchaser") and Alamo
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Commercial Group, Inc. ("Seller").
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RECITALS:
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WHEREAS, the Seller is in the business of providing business staffing to
its customers by way of leasing employees; and
WHEREAS, the Purchaser desires to acquire all of the leased employees of
the Seller, together with all contracts to furnish services and staffing for the
customers and clients of the Seller (collectively hereinafter referred to as the
"Employee Customer Base"); and
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WHEREAS, Purchaser is expected to become a wholly owned subsidiary of
XxxXxxx.Xxx, Inc. and will cause XxxXxxx.Xxx, Inc. to issue stock, as
hereinafter provided, in partial payment for the purchase price for the Employee
Customer Base.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Purchase of Employee/Customer Base.
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1.1 Purchase of Employee/Customer Base. Subject to the terms and
----------------------------------
conditions set forth herein, at the Closing (as defined below) Seller will sell
its Employee/Customer Base to Purchaser and Purchaser will purchase all of its
Employee/Customer Base from Seller. This purchase and sale will be effective
January 1, 2000.
1.2 Purchase Price. Purchaser will pay to Seller, subject to the
--------------
adjustment noted below, the sum of $3,400,000.00 for the Seller's Employee
Customer Base.
1.3 Adjustments to Purchase Price. At Closing, the following adjustments
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will be made to the Purchase Price:
The Purchase Price will be calculated on the basis of the average
Gross Profit per week for Alamo Commercial Group, Inc. for each of the
weeks ending as follows: (October 8, 1999, October 15, 1999, October 22,
1999 and October 29, 1999) (the "Average Gross Profit"). Gross Profit is
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defined as: (invoiced amounts for the week plus miscellaneous
----
deductions) less (Employer's portion of FICA/Medicare payable, plus the
---- ----
Employer's portion of the federal and state unemployment taxes [FUTA,
SUTA at .24 SUTA rate], plus Gross Wages). Average Gross Profit will
----
then be multiplied by 78 to determine the Purchase Price (referred to
herein as the "Purchase Price". The Purchase Price will then be adjusted
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to reflect this proper amount.
1.4 Payment of Purchase Price. The Purchase Price will be paid to the
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Seller as follows: (i) the Purchaser will pay the Seller the sum of
$1,000,000.00 on or before January 1, 2000; and (ii) the Purchaser will deliver
to the Seller Convertible Preferred Stock issued by XxxXxxx.Xxx, Inc. for the
balance of the Purchase Price, with a liquidation privilege equal to its face
amount, issued in increments of $1,000.00, bearing an eight percent (8%) non-
cumulative dividend (the "Preferred Stock"). The Preferred Stock will, at the
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option of the holder of the stock, be convertible into Common Stock of
XxxXxxx.Xxx, Inc. at the rate of the liquidation privilege, together with any
declared but unpaid dividend, divided by $3.30 per share of common stock.
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1.5 Option. In consideration of the non-refundable sum of $100.00, paid
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by the Purchaser directly to the Seller, independent of any other consideration
required by this Agreement, Purchaser and the Seller agree as follows: Purchaser
shall have the option to terminate this Agreement at any time by giving written
notice of termination to the Seller. On such termination, all of Purchaser's
obligations hereunder shall be terminated. If the Purchaser does not give
notice of termination, Purchaser's right of termination shall be waived.
1.6 Closing. The closing of this matter is effective as of January 1,
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2000. As of that date, all employees of the Seller will become the employees of
the Purchaser and all contracts to provide staffing and services which are owned
by the Seller will be transferred to the Purchaser concurrently with such
employees. All liability related to such employees and contracts prior to the
effective date of the transfer will be retained by the Seller. All liabilities
and obligations subsequent to the date of transfer related to the leased
employees and contracts will be the liabilities and obligations of the
Purchaser.
Section 2. Representations and Warranties of the Corporation and Seller.
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As a material inducement to Purchaser to enter into this Agreement and purchase
the Employee Customer Base, Seller represents and warrants that:
2.1 Organization and Corporate Power. The Seller is a corporation duly
--------------------------------
incorporated and validly existing under the laws of the state of Texas and the
Seller is qualified to do business in every jurisdiction in which its ownership
of property or conduct of business requires it to qualify. The Seller has all
requisite corporate power and authority and all material licenses, permits, and
authorizations necessary to own and operate its properties and to carry on its
business as now conducted. The copies of the Seller's charter documents and
bylaws have been furnished to Purchaser's counsel reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete.
2.2 Conduct of Business; Liabilities. The Seller is not in default under,
--------------------------------
and no condition exists that with notice or lapse of time would constitute a
default of the Seller under any contract to which the Seller is a party or by
which the Seller or the properties of the Seller are bound.
2.3 Compliance with Laws. To the best of Seller's knowledge, the Seller
--------------------
is, in the conduct of its business, in substantial compliance with all laws,
statutes, ordinances, regulations, orders, judgments, or decrees applicable to
them, the enforcement of which, if the Seller was not in compliance therewith,
would have a materially adverse effect on the business of the Seller, taken as a
whole. The Seller has not received any notice of any asserted present or past
failure by the Seller to comply with such laws, statutes, ordinances,
regulations, orders, judgments, or decrees.
2.4 No Brokers. There are no claims for brokerage commissions, finders'
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fees, or similar compensation in connection with the purchase based on any
arrangement or agreement binding upon any of the parties hereto.
2.5 Employees and Labor Relations Matters. Except as provided in this
-------------------------------------
Agreement:
2.5.1 The Seller is not aware that any executive or key employee of
the Seller or any group of employees of the Seller has any plans to
terminate employment with the Seller;
2.5.2 To the best of Seller's knowledge, the Seller has substantially
complied in all material respects with all labor and employment laws,
including provisions thereof relating to wages, hours, equal opportunity,
collective bargaining, Americans With Disabilities Act, and the payment of
social security and other taxes;
2.5.3 There is no unfair labor practice charge, complaint, or other
action against the Seller pending or, to Seller's best knowledge,
threatened before the National Labor Relations Board and the Seller is not
subject to any order to bargain by the National Labor Relations Board;
2.5.4 No questions concerning representation have been raised or, to
Seller' and the Seller's best knowledge, are threatened with respect to
employees of the Seller;
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2.5.5 No grievance that might have a material adverse effect on the
Seller and no arbitration proceeding arising out of or under any collective
bargaining agreement is pending and, to the best knowledge of Seller and
the directors and responsible officers of the Seller, no basis exists for
any such grievance or arbitration proceeding; and
2.5.6 To the best knowledge of Seller and the directors and
responsible officers of the Seller, no employee of the Seller is subject to
any non-competition, nondisclosure, confidentiality, employment,
consulting, or similar agreements with persons other than the Seller
relating to the present business activities of the Seller.
2.6 Disclosure. Neither this Agreement nor any of the schedules,
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attachments, written statements, documents, certificates, or other items
prepared or supplied to Purchaser by or on behalf of the Seller with respect to
this purchase contain any untrue statement of a material fact or omit a material
fact necessary to make each statement contained herein or therein not
misleading. No Seller or any responsible officer or director has intentionally
concealed any fact known by such person to have a material adverse effect upon
the Seller's existing or expected financial condition, operating results,
assets, customer relations, employee relations, or business prospects taken as a
whole.
2.7 Investment Representations
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2.7.1 Seller is acquiring the Shares for its own account for purposes
of investment and without expectation, desire, or need for resale and not
with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
2.7.2 During the course of the negotiation of this Agreement, Seller
has reviewed all information provided to it by XxxXxxx.Xxx, Inc. and has
had the opportunity to ask questions of and receive answers from
representatives of XxxXxxx.Xxx, Inc. concerning XxxXxxx.Xxx, Inc., the
securities offered and sold hereby, and this purchase, and to obtain
certain additional information requested by Seller.
2.7.3 Seller understands that the Shares to be purchased have not been
registered under Securities Act of 1933 ("1933 Act"), or under any state
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securities law.
2.7.4 Seller understands that the Shares cannot be resold in a
transaction to which the 1933 Act and state securities laws apply unless
(i) subsequently registered under the 1933 Act and applicable state
securities laws or (ii) exemptions from such registrations are available.
Seller is aware of the provisions of Rule 144 promulgated under the 1933
Act which permit limited resale of shares purchased in a private
transaction subject to the satisfaction of certain conditions.
2.7.5 Seller understands that no public market now exists for the
Shares and that it is uncertain that a public market will ever exist for
the Shares.
2.7.6 Seller understands that the certificates for the Shares will
bear the following legend:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE Seller WILL NOT TRANSFER THIS CERTIFICATE UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE
UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS,
(ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD
OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE
PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER
IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
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Section 3. Representations and Warranties of Purchaser. As a material
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inducement to Seller to enter into this Agreement and sell the Shares, Purchaser
hereby represents and warrants to Seller as follows:
3.1 Organization; Power. Purchaser is a Seller duly incorporated and
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validly existing under the laws of the state of Texas, and has all requisite
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.
3.2 Authorization. The execution, delivery, and performance by Purchaser
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of this Agreement and all other agreements contemplated hereby to which
Purchaser is a party have been duly and validly authorized by all necessary
corporate action of Purchaser, and this Agreement and each such other agreement,
when executed and delivered by the parties thereto, will constitute the legal,
valid, and binding obligation of Purchaser enforceable against it in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, and similar statutes affecting creditors' rights
generally and judicial limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The execution,
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delivery, and performance by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party will not result in
a breach or violation of, or constitute a default under, its Articles of
Incorporation or Bylaws or any material agreement to which Purchaser is a party
or by which Purchaser is bound.
3.4 Governmental Authorities. (i) Purchaser is not required to submit any
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notice, report, or other filing with any governmental or regulatory authority in
connection with the execution and delivery by Purchaser of this Agreement and
the consummation of the purchase and (ii) no consent, approval, or authorization
of any governmental or regulatory authority is required to be obtained by
Purchaser or any affiliate in connection with Purchaser's execution, delivery,
and performance of this Agreement and the consummation of this purchase.
3.5 Litigation. There are no actions, suits, proceedings, or governmental
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investigations or inquiries pending or, to the knowledge of Purchaser,
threatened against Purchaser or its properties, assets, operations, or
businesses that might delay, prevent, or hinder the consummation of this
purchase.
3.6 Brokerage. There are no claims for brokerage commissions, finders'
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fees, or similar compensation in connection with this purchase based on any
arrangement or agreement entered into by Purchaser and binding upon any of the
parties hereto.
Section 4. Conduct of the Seller's Business Pending the Closing. From the
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date hereof until the Closing, and except as otherwise consented to or approved
by Purchaser, Seller covenants and agrees with Purchaser as follows:
4.1 Regular Course of Business. The Seller will operate its business in
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accordance with the reasonable judgment of its management diligently and in good
faith, consistent with past management practices, and the Seller will continue
to use its reasonable efforts to keep available the services of present officers
and employees (other than planned retirements) and to preserve its present
relationships with persons having business dealings with it.
4.2 Assets. The assets, property, and rights now owned by the Seller will
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be used, preserved, and maintained, as far as practicable, in the ordinary
course of business, to the same extent and in the same condition as said assets,
property, and rights are on the date of this Agreement, and no unusual or novel
methods of manufacture, purchase, sale, management, or operation of said
properties or business or accumulation or valuation of inventory will be made or
instituted. Without the prior consent of Purchaser, the Seller will not
encumber any of its assets or make any commitments relating to such assets,
property, or business, except in the ordinary course of its business.
4.3 Insurance. The Seller will keep or cause to be kept in effect and
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undiminished the insurance now in effect on its various properties and assets,
and will purchase such additional insurance, at Purchaser's cost, as Purchaser
may request.
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4.4 Employees. The Seller will not grant to any employee any promotion,
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any increase in compensation, or any bonus or other award other than promotions,
increases, or awards that are regularly scheduled in the ordinary course of
business or contemplated on the date of this Agreement or that are, in the
reasonable judgement of management of the Seller, in the Seller's best interest.
4.5 No Violations. The Seller will comply in all material respects with
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all statutes, laws, ordinances, rules, and regulations applicable to it in the
ordinary course of business.
Section 5. Covenants of the Seller. Seller covenants and agrees with
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Purchaser as follows:
5.1 Satisfaction of Conditions. The Seller will use reasonable efforts to
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obtain as promptly as practicable the satisfaction of the conditions to Closing
set forth in Section 7 and any necessary consents or waivers under or amendments
to agreements by which the Seller is bound.
5.2 No Solicitation. Until the Closing or termination pursuant to Section
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10 of this Agreement, neither Seller nor any of its respective directors,
officers, employees, or agents shall, directly or indirectly, encourage,
solicit, initiate, or enter into any discussions or negotiations concerning any
disposition of any of the capital stock or all or substantially all of the
assets of the Seller (other than pursuant to this Agreement), or any proposal
therefor, or furnish or cause to be furnished any information concerning the
Seller to any party in connection with any transaction involving the acquisition
of the capital stock or assets of the Seller by any person other than Purchaser.
Seller will promptly inform Purchaser of any inquiry (including the terms
thereof and the person making such inquiry) received by any responsible officer
or director of the Seller after the date hereof and believed by such person to
be a bona fide, serious inquiry relating to any such proposal.
5.3 Action After the Closing. Upon the reasonable request of any party
------------------------
hereto after the Closing, any other party will take all action and will execute
all documents and instruments necessary or desirable to consummate and give
effect to this purchase. These include, by way of illustration and not by way
of limitation, the following:
5.3.1 Various conditions relating to filing, payment, and collecting
of refunds relating to taxes;
5.3.2 Provisions relating to delivery of Corporate books and records;
5.3.3 Provisions relating to treatment of confidential proprietary
information obtained in the acquisition process; and if Purchaser is
concerned that Seller is not getting corporate approval in due time (or
vice versa), the following covenant may be considered.
Seller will cause a meeting of its shareholder to be called and held as
soon as practicable, will recommend approval of the transaction to its
shareholder, and will use its best efforts to obtain shareholder approval.
Section 6. Covenant of Purchaser. Purchaser will use its best efforts to
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cause the conditions set forth in Section 8 to be satisfied.
Section 7. Conditions Precedent to the Obligations of Purchaser. Each and
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every obligation of Purchaser under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:
7.1 Representations and Warranties; Performance. Each of the
-------------------------------------------
representations and warranties made by the Seller herein will be true and
correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted, or required
by this Agreement; Seller will have performed and complied with all agreements,
covenants, and conditions required by this Agreement to be performed and
complied with by it prior to the Closing; and Purchaser will have received, at
the Closing, a certificate of the Seller, signed by the President and the Chief
Financial Officer of the Seller, stating that each of the representations and
warranties made by
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the Seller herein is true and correct in all material respects as of the Closing
except for changes contemplated, permitted, or required by this Agreement and
that Seller has performed and complied with all agreements, covenants, and
conditions required by this Agreement to be performed and complied with by them
prior to the Closing.
7.2 Litigation. No material action, suit, or proceeding before any court,
----------
governmental or regulatory authority will have been commenced and be continuing,
and no investigation by any governmental or regulatory authority will have been
commenced and be continuing, and no action, investigation, suit, or proceeding
will be threatened at the time of Closing, against Seller, or Purchaser or any
of their affiliates, associates, officers, or directors, seeking to restrain,
prevent, or change this purchase, questioning the validity or legality of this
purchase, or seeking damages in connection with this purchase.
7.3 Material Change. From the date of this Agreement to the Closing, the
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Seller shall not have suffered any material adverse change (whether or not such
change is referred to or described in any supplement to this Agreement) in its
business prospects, financial condition, working capital, assets, liabilities
(absolute, accrued, contingent, or otherwise), or operations.
7.4 Corporate Action. Seller will have furnished to Purchaser:
----------------
7.4.1 The corporate charter and all amendments thereto and
restatements thereof of the Seller certified by the official having custody
over corporate records in the jurisdiction of incorporation of the Seller
in question;
7.4.2 The current bylaws and minutes of all meetings and consents of
shareholders and directors of the Seller;
7.4.3 Each certificate of qualification to do business as a foreign
corporation of the Seller;
7.4.4 A certificate of the Secretary or Assistant Secretary of the
Seller as to the accuracy, currency, and completeness of each of the above
documents, the incumbency and signatures of officers of the Seller, the
absence of any amendment to the charter documents of the Seller, and the
absence of any proceeding for dissolution or liquidation of the Seller.
Section 8. Conditions Precedent to the Obligations of the Seller and
---------- ---------------------------------------------------------
Seller. Each and every obligation of Seller and the Seller under this Agreement
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is subject to the satisfaction, at or before the Closing, of each of the
following conditions:
8.1 Representations and Warranties; Performance. Each of the
-------------------------------------------
representations and warranties made by Purchaser herein will be true and correct
in all material respects as of the Closing with the same effect as though made
at that time except for changes contemplated, permitted, or required by this
Agreement; Purchaser will have performed and complied with all agreements,
covenants, and conditions required by this Agreement to be performed and
complied with by it prior to the Closing; and Seller will have received, at the
Closing, a certificate of Purchaser, signed by the President and the Chief
Financial Officer of Purchaser, stating that each of the representations and
warranties made by Purchaser herein is true and correct in all material respects
as of the Closing except for changes contemplated, permitted, or required by
this Agreement and that Purchaser has performed and complied with all
agreements, covenants, and conditions required by this Agreement to be performed
and complied with by it prior to the Closing.
8.2 No Proceeding or Litigation. No action, suit, or proceeding before
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any court (other than suits seeking monetary damages only and in the aggregate
sum of less than $10,000) and any governmental or regulatory authority will have
been commenced and be continuing, and no investigation by any governmental or
regulatory authority will have been commenced and be continuing, and no action,
investigation, suit, or proceeding will be threatened at the time of Closing,
against Seller, the Seller, or Purchaser or any of their affiliates, associates,
officers, or directors, seeking to restrain, prevent, or change this purchase,
questioning the validity or legality of this purchase, or seeking damages in
connection with this purchase.
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8.3 Corporate Action. Purchaser will have furnished to Seller a copy,
----------------
certified by the Secretary of an Assistant Secretary of Purchaser, of the
resolutions of Purchaser authorizing the execution, delivery, and performance of
this Agreement.
Section 9. Closing.
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9.1 Time, Place, and Manner of Closing. Unless this Agreement has been
----------------------------------
terminated and this purchase has been abandoned pursuant to the provisions of
Section 2 or Section 10, the closing ("Closing") will be held at the offices of
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the Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or such other
place as the parties may agree, effective January 1, 2000 but within ten (10)
days after notice is given to the Seller that the Purchaser desires to
consummate this transaction, or as soon as practicable after the satisfaction of
the various conditions precedent to the Closing set forth herein. At the
Closing the parties to this Agreement will exchange certificates, other
instruments and documents in order to determine whether the terms and conditions
of this Agreement have been satisfied. Upon the determination of each party
that its conditions to consummate this purchase have been satisfied or waived,
Purchaser shall deliver to Seller the certificate(s) evidencing the Shares, and
Purchaser shall deliver to Seller the cash referred to in Section 1.3, in a
manner to be agreed upon by the parties. After the Closing, Seller, will
execute, deliver, and acknowledge all such further instruments of transfer and
conveyance and will perform all such other acts as Purchaser may reasonably
request to effectively transfer the employees and customers to Purchaser.
9.2 Consummation of Closing. All acts, deliveries, and confirmations
-----------------------
comprising the Closing regardless of chronological sequence shall be deemed to
occur contemporaneously and simultaneously upon the occurrence of the last act,
delivery, or confirmation of the Closing and none of such acts, deliveries, or
confirmations shall be effective unless and until the last of the same shall
have occurred. The time of the Closing has been scheduled to correspond with
the close of business at the principal office of the Seller and, regardless of
when the last act, delivery, or confirmation of the Closing shall take place,
the transfer of the employees shall be deemed to occur as of the close of
business at the principal office of the Seller on January 1, 2000.
Section 10. Termination.
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10.1 Termination for Cause. If, pursuant to the provisions of Section 7 or
---------------------
8 of this Agreement, Seller or Purchaser is not obligated at the Closing to
consummate this Agreement, then the party who is not so obligated may terminate
this Agreement.
10.2 Termination Without Cause. Anything herein or elsewhere to the
-------------------------
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time without further obligation or liability on the part of any party in favor
of any other by mutual consent of Purchaser and Seller.
10.3 Termination Procedure. Any party having the right to terminate this
---------------------
Agreement due to a failure of a condition precedent contained in Sections 7 or 8
hereto may terminate this Agreement by delivering to the other party written
notice of termination, and thereupon, this Agreement will be terminated without
obligation or liability of any party.
Section 11. Miscellaneous Provisions.
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11.1 Amendment and Modification. Subject to applicable law, this Agreement
--------------------------
may be amended, modified, or supplemented only by a written agreement signed by
Purchaser and Seller.
11.2 Waiver of Compliance; Consents
------------------------------
11.2.1 Any failure of any party to comply with any obligation,
covenant, agreement, or condition herein may be waived by the party
entitled to the performance of such obligation, covenant, or agreement or
who has the benefit of such condition, but such waiver or failure to insist
upon strict compliance with such
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obligation, covenant, agreement, or condition will not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.
11.2.2 Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set forth
above.
11.3 Notices. All notices, requests, demands, and other communications
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required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by hand or two days after being mailed by
certified or registered mail, return receipt requested, with postage prepaid:
If to Purchaser, or to the Seller
after the Closing, to:
BioLynx Outsource Services, Inc.
0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
or to such other person or address as Purchaser furnishes to Seller pursuant to
the above.
If to the Seller, to
Alamo Commercial Group, Inc.
0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
or to such other address as Seller furnishes to Purchaser pursuant to the above.
11.4 Titles and Captions. All section titles or captions contained in
-------------------
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
11.5 Entire Agreement. This Agreement contains the entire understanding
----------------
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
11.6 Agreement Binding. This Agreement shall be binding upon the heirs,
-----------------
executors, administrators, successors and assigns of the parties hereto.
11.7 Attorney Fees. In the event an arbitration, suit or action is
-------------
brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
11.8 Computation of Time. In computing any period of time pursuant to
-------------------
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
11.9 Pronouns and Plurals. All pronouns and any variations thereof shall
--------------------
be deemed to refer to the masculine, feminine, neuter, singular, or plural as
the identity of the person or persons may require.
11.10 Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Texas.
11.11 Arbitration. If at any time during the term of this Agreement any
-----------
dispute, difference, or disagreement shall arise upon or in respect of the
Agreement, and the meaning and construction hereof, every such dispute,
difference,
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and disagreement shall be referred to a single arbiter agreed upon by the
parties, or if no single arbiter can be agreed upon, an arbiter or arbiters
shall be selected in accordance with the rules of the American Arbitration
Association and such dispute, difference, or disagreement shall be settled by
arbitration in accordance with the then prevailing commercial rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbiter may be entered in any court having jurisdiction thereof.
11.12 Presumption. This Agreement or any section thereof shall not be
-----------
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
11.13 Further Action. The parties hereto shall execute and deliver all
--------------
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
11.14 Parties in Interest. Nothing herein shall be construed to be to the
-------------------
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
11.15 Savings Clause. If any provision of this Agreement, or the
--------------
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
Dated: October 1, 1999.
PURCHASER:
BIOLYNX OUTSOURCE SERVICES, INC.,
a Texas corporation
By: /s/ Xxxx X. Xxxxxx XX
------------------------------
Xxxx X. Xxxxxx XX, President
SELLER:
ALAMO COMMERCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxx XX
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Xxxx X. Xxxxxx XX, President
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