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EXHIBIT 2.1
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ACQUISITION AGREEMENT
BETWEEN
ASCENSION CAPITAL CORPORATION
AND
XXXXXX X. XXXX
REGARDING CONDOMINIUM BUILDERS INC.,
AND XXXXX RANCH WATER CO., INC.
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ACQUISITION AGREEMENT
BETWEEN ASCENSION CAPITAL CORPORATION
AND XXXXXX X. XXXX
THIS ACQUISITION AGREEMENT ("Agreement") is made between ASCENSION
CAPITAL CORPORATION, a Texas corporation (the "Acquiring Corporation") and
Xxxxxx X. Xxxx (the "Shareholder"), for the purposes and considerations and
upon the terms and provisions herein set forth.
R E C I T A L S:
A. The Shareholder currently owns all of the issued and
outstanding stock of the Acquiring Corporation, CONDOMINIUM BUILDERS, INC., a
Texas corporation ("CBI"), and XXXXX RANCH WATER CO., INC., a Texas corporation
("HRWCI"), (the latter two sometimes being collectively referred to as the
"Acquired Corporations"), all of which are involved in various aspects of the
real estate business;
B. The shares owned by the Shareholder in CBI are
represented by Certificate #001 for 1,000 shares of the common stock of CBI
(the "CBI Shares"), and in HRWCI are represented by Certificate #4A issued to
the Shareholder for 9,000 shares of the common stock of HRWCI (the "HRWCI
Shares") (collectively the "Acquired Shares");
C. The Acquiring Corporation desires to acquire all of
the Acquired Shares, and the Shareholder desires to make the Acquired Shares
available to the Acquiring Corporation as a contribution to its capital in
exchange for the issuance of shares of voting common stock of the Acquiring
Corporation; and
D. As the financial, legal, regulatory, accounting,
disclosure, reporting and other administrative requirements of the separate
entities often overlap and duplicate themselves,
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the desired acquisition and contribution should promote greater efficiency and
economy in the management of the Acquiring Corporation and the Acquired
Corporations and their respective businesses.
NOW, THEREFORE, in consideration of the premises, mutual
covenants and conditions herein contained, as well as other good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
A G R E E M E N T:
Section 1.0. ASSIGNMENT BY SHAREHOLDER. The Shareholder,
by the execution hereof, hereby assigns and transfers the Acquired Shares to
the Acquiring Corporation. The Shareholder further warrants and agrees to
defend title to the Acquired Shares to the Acquiring Corporation, its
successors and assigns, against all lawful claims.
Section 2.0. ISSUANCE BY ACQUIRING CORPORATION. The
Acquiring Corporation, by the execution hereof, hereby issues to the
Shareholder two hundred eighty six (286) shares of its common stock, to be
represented by its Certificate #5.
Section 3.0. SECTION 351 TRANSFER. The Acquired Shares
transferred and assigned to the Acquiring Corporation pursuant to the terms and
provisions of this Agreement are being assigned to the Acquiring Corporation
pursuant to section 351 of the Internal Revenue Code of 1986, as amended.
Section 4.0. COMPANY SECURITIES FULLY PAID. The Acquiring
Corporation represents and certifies that its Board of Directors has determined
that the fair market value of the Acquired Shares is equal to or in excess of
the par value of the Acquiring Corporation's stock to be issued in exchange
therefor. All shares of the Acquiring Corporation's stock issued
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pursuant to the terms and provisions of this Agreement shall be fully paid and
non-assessable shares of the Acquiring Corporation's stock, as identified
above, in accordance with the provisions of its Articles of Incorporation and
the laws of the State of Texas.
Section 5.0. ADDITIONAL INSTRUMENTS. The Acquiring
Corporation and the Shareholder agree to execute and deliver such additional
instruments and documents and to take such other and further actions, as may be
reasonably required to implement the terms of this Agreement.
Section 6.0. ENTIRE AGREEMENT. This Agreement constitutes
the entire understanding of the parties and supersedes all prior
understandings, whether written or oral, between the parties with respect to
the subject matter of this Agreement. No amendment, modification, or
alteration of the terms of this Agreement shall be binding unless in writing,
dated subsequent to the date of this Agreement, and duly executed by all
parties.
Section 7.0. SEVERABILITY OF PROVISIONS. If any term or
provision of this Agreement is illegal or invalid for any reason, such
illegality or invalidity shall not affect the validity or enforceability of the
remainder of this Agreement.
Section 8.0. HEADINGS. No heading or caption contained in
this Agreement shall be considered in interpreting any of its terms or
provisions.
Section 9.0. APPLICABLE LAW. This Agreement shall be
governed exclusively by the laws of the State of Texas, and the obligations of
the parties to this Agreement are performable in Dallas, Dallas County, Texas.
Section 10.0. EXECUTION IN COUNTERPARTS. This Agreement
and any amendment may be executed in any number of counterparts, with the same
effect as if all parties had signed the same document.
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Section 11.0. ATTORNEYS' FEES. If any action at law or in
equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and all other costs and expenses
of litigation from the other party, which amounts may be set by the court in
the trial of such action or may be enforced in a separate action brought for
that purpose, and which amounts shall be in addition to any other relief which
may be awarded.
Section 12.0. EXECUTION AND EFFECTIVE DATE. This Agreement
is executed the 27th day of December, 1995, but shall be effective as of the
29th day of December, 1995, at 4:00 p.m.
ACQUIRING CORPORATION:
ASCENSION CAPITAL CORPORATION
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Chief Executive Officer
SHAREHOLDER:
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Individually
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