AGREEMENT FOR SHARE EXCHANGE
EXHIBIT
10.1
AGREEMENT
FOR SHARE EXCHANGE
AGREEMENT
FOR SHARE EXCHANGE
THIS
AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of April 7, 2006, by
and among Grand
Canal Entertainment, Inc.,
a
Delaware corporation (the
"Buyer", “GCNL” or the “Company”)
and
Tagalder
C3 Holdings, Inc.,
a BVI
corporation (“TAGALDER”
or the “Acquiree”),
and NT
HOLDING CORP., the sole shareholder of TAGALDER (“NTHH”)
RECITALS:
GCNL
and
TAGALDER desire to complete a share exchange transaction pursuant to which
GCNL
shall acquire all of the issued and outstanding stock of TAGALDER solely in
exchange for the issuance of shares of voting stock of GCNL; and
The
Board
of Directors of GCNL and the Board of Directors of TAGALDER have each approved
the proposed transaction, contingent upon satisfaction prior to closing of
all
of the terms and conditions of this Agreement; and
NTHH
is
the sole owner of all of the issued and outstanding common stock of TAGALDER;
and
TAGALDER
owns 51% of Shanxi Jinyan Coal and Chemical Company Limited, a PRC incorporated
entity through Shanxi Fujia Coking and Chemical Company Limited, a PRC company;
and
THE
PARTIES desire to make certain representations, warranties and agreements in
connection with completion of the proposed share exchange
transaction.
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE
I
THE
EXCHANGE
1.1 The
Exchange.
At the
Closing (as hereinafter defined), GCNL shall acquire all of the issued and
outstanding stock of TAGALDER from NTHH. Consideration to be issued by GCNL
shall be a total of 39,702,080 shares of its common stock (the “Exchange
Shares”) in exchange for 1,000 shares of TAGALDER, representing 100% of the
issued and outstanding stock of TAGALDER. The Exchange shall take place upon
the
terms and conditions provided for in this Agreement and in accordance with
applicable law. GCNL has a total of authorized capital of 100,000,000 shares
and
at closing will have a total of 45,116,000 shares issued and outstanding.
1.2 Closing
and Effective Time.
Subject
to the provisions of this Agreement, the parties shall hold a closing (the
"Closing") on (i) the first business day on which the last of the conditions
set
forth in Article V to be fulfilled prior to the Closing is fulfilled or waived
or (ii) at such time and place as the parties hereto may agree. Such date shall
be the date of Exchange (the "Effective Time"). Effective Time shall be no
later
than April 21, 2006
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of GCNL.
GCNL
represents and warrants to TAGALDER and NTHH as follows:
(a) Organization,
Standing and Power.
GCNL is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing
of
its properties makes such qualification necessary.
(b) Reserved.
(c) Certificate
of Incorporation, Bylaws, and Minute Books.
The
copies of the Articles of Incorporation and of the Bylaws of GCNL which have
been delivered to TAGALDER are true, correct and complete copies thereof. The
minute book of GCNL, which has been made available for inspection, contains
accurate minutes of all meetings and accurate consents in lieu of meetings
of
the Board of Directors (and any committee thereof) and of the shareholders
of
GCNL since the date of incorporation and accurately reflects all transactions
referred to in such minutes and consents in lieu of meetings.
(d) Authority.
GCNL
has all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery
of
this Agreement and the consummation of the transactions contemplated hereby
have
been duly authorized by the Board of Directors of GCNL. No other corporate
or
shareholder proceedings on the part of GCNL are necessary to authorize the
Exchange, or the other transactions contemplated hereby.
(e) Conflict
with Other Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not result in any violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or the
loss
of a material benefit under, or the creation of a lien, pledge, security
interest or other encumbrance on assets (any such conflict, violation, default,
right of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant to any provision of the Articles of Incorporation or
Bylaws or any organizational document of GCNL or, result in any violation of
any
loan or credit agreement, note, mortgage, indenture, lease, benefit plan or
other agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to GCNL which violation would have a material adverse effect on GCNL taken
as a
whole. No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or
other governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to GCNL in connection
with
the execution and delivery of this Agreement by GCNL or the consummation by
GCNL
of the transactions contemplated hereby.
(f) Books
and Records.
GCNL
has made and will make available for inspection by TAGALDER upon reasonable
request all the books of GCNL relating to the business of GCNL. Such books
of
GCNL have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to TAGALDER by GCNL are true and correct
copies, and there are no amendments or modifications thereto except as set
forth
in such documents.
(g) Compliance
with Laws.
GCNL is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed
by
any Governmental Entity applicable to it, its properties or the operation of
its
businesses.
(h) Dilutive
Securities. GCNL
has
no dilutive securities of any kind, including but not limited to warrants,
options or employee stock options outstanding.
(i) Reserved.
(j) Litigation.
There
is no suit, action or proceeding pending, or, to the knowledge of GCNL,
threatened against or affecting GCNL which is reasonably likely to have a
material adverse effect on GCNL, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against
GCNL
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(k) Tax
Returns.
GCNL
has duly filed or will file prior to Closing any tax reports and returns
required to be filed by it and has fully paid all taxes and other charges
claimed to be due from it by any federal, state or local taxing authorities.
There are not now any pending questions relating to, or claims asserted for,
taxes or assessments asserted upon GCNL.
2.2 Representations
and Warranties of TAGALDER.
TAGALDER
represents and warrants to GCNL as follows:
(a) Organization,
Standing and Power.
TAGALDER is a corporation duly organized, validly existing and in good standing
under the laws of the British Virgin Islands, has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted, and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification
necessary.
(b) Capital
Structure.
The
authorized capital stock of TAGALDER consists of fifty thousand (50,000) shares
of Common Stock with par value of United States One Dollar ($1.00) per share.
As
of the date of execution of this Agreement, it has a total of one thousand
(1,000) share of common stock issued and outstanding. All outstanding shares
of
TAGALDER stock are validly issued, fully paid and non assessable and not subject
to preemptive rights or other restrictions on transfer. All of the issued and
outstanding shares of TAGALDER were issued in compliance with all applicable
securities laws. There are no options, warrants, calls, agreements or other
rights to purchase or otherwise acquire from TAGALDER at any time, or upon
the
happening of any stated event, any share of the capital stock of
TAGALDER.
(c) Certificate
of Incorporation, Bylaws and Minute Books.
The
copies of the Certificate of Incorporation and of the other corporate documents
of TAGALDER which have been delivered to GCNL are true, correct and complete
copies thereof. The minute books of TAGALDER which have been made available
for
inspection contain accurate minutes of all meetings and accurate consents in
lieu of meetings of the Board of Directors (and any committee thereof) and
of
the shareholders of TAGALDER since the date of incorporation and accurately
reflect all transactions referred to in such minutes and consents in lieu of
meetings.
(d) Authority.
TAGALDER has all requisite power to enter into this Agreement and, subject
to
approval of the proposed transaction by the holders of 100% of its issued and
outstanding shares which are entitled to vote to approve the proposed
transaction, has the requisite power and authority to consummate the
transactions contemplated hereby. Except as specified herein, no other corporate
or shareholder proceedings on the part of TAGALDER are necessary to authorize
the Exchange and the other transactions contemplated hereby.
(e) Conflict
with Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with, or result in any
violation of any provision of the Certificate of Incorporation or Bylaws of
TAGALDER or of any loan or credit agreement, note, mortgage, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule
or
regulation applicable to TAGALDER or its properties or assets. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to TAGALDER in
connection with the execution and delivery of this Agreement by TAGALDER, or
the
consummation by TAGALDER of the transactions contemplated hereby.
(f) Subsidiary
and Business.
TAGALDER owns 100% of Hopeful Asia Limited, a Hong Kong company, which owns
75%
of Shanxi Fujia Coking and Chemical Company Limited, a wholly owned foreign
enterprise incorporated in China ("FJCC") that owns a 20 years drilling rights
of a coke mine property called Yong'an Coal Mine, located in Xixinzhuang Town
of
Xiaoyi City, Shanxi Province, China. Also, FJCC shall complete its procedures
to
acquire 51% ownership of Shanxi Jinyan Coal and Chemical Company Limited, a
company incorporated in China ("Shanxi Jinyan") engages in businesses of coal
processing, chemical products manufacturing and power generations. TAGALDER,
FJCC and Shanxi
Jinyan shall
hereinafter be referred to as the "Acquired Entities."
(g) Books
and Records.
TAGALDER has made and will make available for inspection by GCNL upon reasonable
request all the books of account, relating to the business of the Acquired
Entities. Such books of account of the Acquired Entities have been maintained
in
the ordinary course of business. All documents furnished or caused to be
furnished to GCNL by TAGALDER are true and correct copies, and there are no
amendments or modifications thereto except as set forth in such
documents.
(h) Compliance
with Laws.
The
Acquired Entities are and have been in compliance in all material respects
with
all laws, regulations, rules, orders, judgments, decrees and other requirements
and policies imposed by any Governmental Entity applicable to each ot them,
their properties or the operation of their respective businesses.
(i) Liabilities
and Obligations.
Acquired Entities has no material liabilities or obligations (absolute, accrued,
contingent or otherwise) except those stated in the latest audited financial
statements filed by NTHH with Security and Exchange Commission for NTHH’s year
ending December 31, 2005.
(j) Litigation.
There is
no suit, action or proceeding pending, or, to the knowledge of any of the
Acquired Entities threatened against or affecting such Acquired Entity, which
is
reasonably likely to have a material adverse effect on TAGALDER or any of the
Acquired Entities, taken as a whole, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding
against any of the Acquired Entities having, or which, insofar as reasonably
can
be foreseen, in the future could have, any such effect.
(k) Taxes.
Each of
the Acquired Entities has filed or will file within the time prescribed by
law
(including extension of time approved by the appropriate taxing authority)
all
tax returns and reports required to be filed with all other jurisdictions where
such filing is required by law; and each of the Acquired Entities has paid,
or
made adequate provision for the payment of all taxes, interest, penalties,
assessments or deficiencies due and payable on, and with respect to such
periods. TAGALDER knows of (i) no other tax returns or reports which are
required to be filed which have not been so filed and (ii) no unpaid assessment
for additional taxes for any fiscal period or any basis therefore.
(l) Licenses,
Permits; Intellectual Property.
Each of
the Acquired Entities owns or possesses in the operation of its business all
material authorizations which are necessary for it to conduct its business
as
now conducted. Neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated hereby will require any notice
or
consent under or have any material adverse effect upon any such
authorizations.
2.3 Representations
and Warranties of NTHH.
By
execution of this Agreement, NTHH represents and warrants to GCNL as
follows:
(a) Shares
Free and Clear.
The
shares of TAGALDER which NTHH owns are free and clear of any liens, claims,
options, charges or encumbrances of any nature.
(b) Unqualified
Right to Transfer Shares.
NTHH
has the unqualified right to sell, assign, and deliver the shares of TAGALDER
and, upon consummation of the transactions contemplated by this Agreement,
GCNL
will acquire good and valid title to such shares, free and clear of all liens,
claims, options, charges, and encumbrances of whatsoever nature.
(c) Agreement
and Transaction Duly Authorized.
NTHH is
authorized to execute and deliver this Agreement and to consummate the share
exchange transaction described herein. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby
will
constitute a violation or default under any term or provision of any contract,
commitment, indenture, other agreement or restriction of any kind or character
to which such NTHH is a party or by which such NTHH is bound.
(d) Share
Ownership.
NTHH is
presently the sole shareholder of TAGALDER, and owns a total of 1,000
shares.
ARTICLE
III
COVENANTS
RELATING TO CONDUCT OF BUSINESS
3.1 Covenants
of TAGALDER and GCNL.
During
the period from the date of this Agreement and continuing until the Effective
Time, TAGALDER, the Acquired Entities and GCNL each agree as to themselves
(except as expressly contemplated or permitted by this Agreement, or to the
extent that the other party shall otherwise consent in writing):
(a) Ordinary
Course.
Each
party shall carry on its respective businesses in the usual, regular and
ordinary course in substantially the same manner as heretofore
conducted.
(b) Dividends;
Changes in Stock.
No
party shall (i) declare or pay any dividends on or make other distributions
in
respect of any of its capital stock, or (ii) repurchase or otherwise acquire,
or
permit any subsidiary to purchase or otherwise acquire, any shares of its
capital stock.
(c) Issuance
of Securities.
No
party shall issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock of any class, any voting
debt or any securities convertible into, or any rights, warrants or options
to
acquire, any such shares, voting debt or convertible securities.
(d) Governing
Documents.
No
party shall amend or propose to amend its Articles of Incorporation or
Bylaws.
(e) No
Dispositions.
Except
for the transfer of assets in the ordinary course of business consistent with
prior practice, no party shall sell, lease, encumber or otherwise dispose of,
or
agree to sell, lease, encumber or otherwise dispose of, any of its assets,
which
are material, individually or in the aggregate, to such party.
(f) Indebtedness.
No
party shall incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of such party or guarantee any debt securities
of
others other than in each case in the ordinary course of business consistent
with prior practice.
3.2
Other
Actions.
No
party shall take any action that would or is reasonably likely to result in
any
of its representations and warranties set forth in this Agreement being untrue
as of the date made (to the extent so limited), or in any of the conditions
to
the Exchange set forth in Article V not being satisfied.
ARTICLE
IV
ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS
4.1 Restricted
GCNL Shares.
The
Exchange Shares will not be registered under the Securities Act, but will be
issued pursuant to applicable exemptions from such registration requirements
for
transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act of 1933. Accordingly, the Exchange Shares will constitute
"restricted securities" for purposes of the Securities Act and the holders
of
Exchange Shares will not be able to transfer such shares except upon compliance
with the registration requirements of the Securities Act or in reliance upon
an
available exemption therefrom. The certificates evidencing the Exchange Shares
shall contain a legend to the foregoing effect and the holders of such shares
shall deliver at Closing an Investment Letter acknowledging the fact that the
Exchange Shares are restricted securities and agreeing to the foregoing transfer
restrictions.
4.2 Access
to Information.
Upon
reasonable notice, GCNL and TAGALDER shall each afford to the officers,
employees, accountants, counsel and other representatives of the other company,
and with respect to TAGALDER, the Acquired Entities, access to all their
respective properties, books, contracts, commitments and records and, during
such period, each of GCNL and TAGALDER shall furnish promptly to the other
(a) a
copy of each report, schedule, registration statement and other document filed
or received by it during such period pursuant to the requirements of Federal
or
state securities laws and (b) all other information concerning its business,
properties and personnel as such other party may reasonably request. Unless
otherwise required by law, the parties will hold any such information which
is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event
of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made
of
such documents, to such other party.
4.3 Legal
Conditions to Exchange.
Each of
GCNL and TAGALDER shall take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on itself with respect to
the
Exchange and will promptly cooperate with and furnish information to each other
in connection with any such requirements imposed upon any of them or upon any
of
their related entities or subsidiaries in connection with the Exchange. Each
party shall take all reasonable actions necessary to obtain (and will cooperate
with each other in obtaining) any consent, authorization, order or approval
of,
or any exemption by, any Governmental Entity or other public or private third
party, required to be obtained or made by GCNL or TAGALDER or any of their
related entities or subsidiaries in connection with the Exchange or the taking
of any action contemplated thereby or by this Agreement.
4.4 Board
of Directors and Officers.
There
should be no change in the board of directors of TAGALDER
4.5 Potential
Rescission.
Immediately upon execution of this Agreement TAGALADER and NTHH shall seek
any
and all consents required for completion of the acquisition of Shanxi Jinyan.
In
the event TAGALDER and NTHH fail to obtain such consent or clear the government
procedures required to complete such acquisition on or before May 31, 2006,
GCNL
and R Capital shall have the option to require TAGALDER to rescind the share
exchange transaction contemplated by this Agreement and unwind the
transaction.
ARTICLE
V
CONDITIONS
PRECEDENT
5.1 Conditions
to Each Party's Obligation To Effect the Exchange.
The
respective obligations of each party to effect the Exchange shall be conditional
upon the filing, occurring or obtainment of all authorizations, consents, orders
or approvals of, or declarations or filings with, or expirations of waiting
periods imposed by any governmental entity or by any applicable law, rule,
or
regulation governing the transactions contemplated hereby.
5.2 Conditions
to Obligations of GCNL.
The
obligation of GCNL to effect the Exchange is subject to the satisfaction of
the
following conditions on or before the Closing Date unless waived by
GCNL:
(a) Representations
and Warranties.
The
representations and warranties of TAGALDER and of NTHH set forth in this
Agreement shall be true and correct in all material respects as of the date
of
this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as
of
the Closing Date, except as otherwise contemplated by this Agreement, and GCNL
shall have received a certificate signed on behalf of TAGALDER by the President
of TAGALDER and a certificate signed by NTHH to such effect.
(b) Performance
of Obligations of TAGALDER.
TAGALDER shall have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the Closing Date,
and
GCNL shall have received a certificate signed on behalf of TAGALDER by the
President to such effect.
(c) Closing
Documents.
GCNL
shall have received such certificates and other closing documents as counsel
for
GCNL shall reasonably request.
(d) Reserved..
(e) Consents.
TAGALDER shall have obtained the consent or approval of each person whose
consent or approval shall be required in connection with the transactions
contemplated hereby under any loan or credit agreement, note, mortgage,
indenture, lease or other agreement or instrument, except those for which
failure to obtain such consents and approvals would not, in the reasonable
opinion of GCNL, individually or in the aggregate, have a material adverse
effect on TAGALDER, the Acquired Entities, and of their subsidiaries and related
entities taken as a whole upon the consummation of the transactions contemplated
hereby. TAGALDER shall also have received the approval of NTHH in accordance
with applicable law.
(f) Due
Diligence Review.
GCNL
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of TAGALDER and the Acquired
Entities and shall not have determined that any of the representations or
warranties of TAGALDER or NTHH contained herein are, as of the date hereof
or
the Closing Date, inaccurate in any material respect or that TAGALDER or NTHH
is
otherwise in violation of any of the provisions of this Agreement.
(g) Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of GCNL, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against TAGALDER,
the
consequences of which, in the judgment of GCNL, could be materially adverse
to
TAGALDER.
(h) Reserved.
5.3 Conditions
to Obligations of TAGALDER.
The
obligation of TAGALDER to effect the Exchange is subject to the satisfaction
of
the following conditions unless waived by TAGALDER:
(a) Representations
and Warranties.
The
representations and warranties of GCNL set forth in this Agreement shall be
true
and correct in all material respects as of the date of this Agreement and
(except to the extent such representations speak as of an earlier date) as
of
the Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, TAGALDER shall have received a
certificate signed on behalf of GCNL by the President to such
effect.
(b) Performance
of Obligations of GCNL.
GCNL
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and
TAGALDER shall have received a certificate signed on behalf of GCNL by the
President to such effect.
(c) Closing
Documents.
TAGALDER shall have received such certificates and other closing documents
as
counsel for TAGALDER shall reasonably request.
(d) Consents.
GCNL
shall have obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions contemplated
hereby.
(e) Due
Diligence Review.
TAGALDER shall have completed to its reasonable satisfaction a review of the
business, operations, finances, assets and liabilities of GCNL and shall not
have determined that any of the representations or warranties of GCNL contained
herein are, as of the date hereof or the Closing Date, inaccurate in any
material respect or that GCNL is otherwise in violation of any of the provisions
of this Agreement.
(f) Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of TAGALDER, made in good faith, would make
the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against GCNL the
consequences of which, in the judgment of TAGALDER, could be materially adverse
to GCNL.
ARTICLE
VI
TERMINATION
AND AMENDMENT
6.1 Termination.
This
Agreement may be terminated at any time prior to the Effective
Time:
(a) by
mutual
consent of GCNL and TAGALDER;
(b) by
either
GCNL or TAGALDER if there has been a material breach of any representation,
warranty, covenant or agreement on the part of the other set forth in this
Agreement which breach has not been cured within five (5) business days
following receipt by the breaching party of notice of such breach, or if any
permanent injunction or other order of a court or other competent authority
preventing the consummation of the Exchange shall have become final and
non-appealable; or
(c) Reserved.
6.2 Effect
of Termination.
In the
event of termination of this Agreement by either TAGALDER or GCNL as provided
in
Section 6.1, this Agreement shall forthwith become void and there shall be
no
liability or obligation on the part of any party hereto. In such event, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Amendment.
This
Agreement may be amended by mutual agreement of GCNL, TAGALDER and the NTHH,
provided that in the case of GCNL and TAGALDER, any such amendment must
authorized by their respective Boards of Directors, and to the extent required
by law, approved by their respective NTHH. Any such amendment must be by an
instrument in writing signed on behalf of each of the parties
hereto.
6.4 Extension;
Waiver.
At any
time prior to the Effective Time, the parties hereto, by action taken or
authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations
or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to
any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.
ARTICLE
VII
GENERAL
PROVISIONS
7.1 Survival
of Representations, Warranties and Agreements.
All of
the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective
Time
for a period of three years from the date of this Agreement.
7.2 Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed) or mailed
by registered or certified mail (return receipt requested) to the parties at
the
following addresses (or at such other address for a party as shall be specified
by like notice):
(a) If
to
GCNL:
Grand
Canal Entertainment, Inc.
c/o
Cutler Law Group
0000
Xxxx
Xxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
M.
Xxxxxxx Xxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxx@xxxxxxxxx.xxx
(b) If
to
TAGALDER:
8/Floor
Xx.
000
Xxxxxxxx Xxxx
Xxxxxxx
Xxxx
Xxxx
Telephone:
000-0000-0000
Facsimile:
000-0000-0000
(c) If
to the
NTHH, at the addresses of TAGALDER.
7.3 Interpretation.
When a
reference is made in this Agreement to Sections, such reference shall be to
a
Section of this Agreement unless otherwise indicated. The headings contained
in
this Agreement are for reference purposes only and shall not affect in any
way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed
to be
followed by the words "without limitation". The phrase "made available" in
this
Agreement shall mean that the information referred to has been made available
if
requested by the party to whom such information is to be made
available.
7.4 Counterparts.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to
the
other parties, it being understood that all parties need not sign the same
counterpart.
7.5 Entire
Agreement; No Third Party Beneficiaries; Rights of
Ownership.
This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other
than
the parties hereto any rights or remedies hereunder.
7.6 Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Delaware state court
or
any federal court in the State of Delaware in respect of any suit, action or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7.7 No
Remedy in Certain Circumstances.
Each
party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof or thereof to be null, void or
unenforceable, or order any party to take any action inconsistent herewith
or
not to take any action required herein, the other party shall not be entitled
to
specific performance of such provision or part hereof or thereof or to any
other
remedy, including but not limited to money damages, for breach hereof or thereof
or of any other provision of this Agreement or part hereof or thereof as a
result of such holding or order.
7.8 Publicity.
Except
as otherwise required by law or the rules of the SEC, so long as this Agreement
is in effect, no party shall issue or cause the publication of any press release
or other public announcement with respect to the transactions contemplated
by
this Agreement without the written consent of the other party, which consent
shall not be unreasonably withheld.
7.9 Assignment.
Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject
to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and
assigns.
IN
WITNESS WHEREOF,
this
Agreement for Share Exchange has been signed by the parties set forth below
as
of the date set forth above.
GRAND
CANAL ENTERTAINMENT, INC.
By:
/s/
M. Xxxxxxx Xxxxxx, President
TAGALDER
C3 HOLDING, INC.
By:
/s/
Xxxx Xx Tsun, CEO
NTHH:
By:
/s/
Xxxx Xx Tsun, CEO
