SHARE EXCHANGE AGREEMENT
by and among
GLOBALINK, LTD.,
ONEWORLD HOTEL DESTINATION SERVICE, INC.
and
XXXXXXX AU
__________________________________________
Dated as October 31, 2008
TABLE OF CONTENTS
PAGE
ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ONEWORLD 1
Section 1.01 Organization 2
Section 1.02 Capitalization 2
Section 1.03 Subsidiaries and Predecessor Corporations 2
Section 1.04 Financial Statements. 2
Section 1.05 Information 3
Section 1.06 Options or Warrants 3
Section 1.07 Absence of Certain Changes or Events 3
Section 1.08 Litigation and Proceedings 4
Section 1.09 Contracts 4
Section 1.10 No Conflict With Other Instruments 5
Section 1.11 Compliance With Laws and Regulations 5
Section 1.12 Approval of Agreement 5
Section 1.13 Valid Obligation 5
ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF GLOBALINK 6
Section 2.01 Organization 6
Section 2.02 Capitalization 6
Section 2.03 Subsidiaries and Predecessor Corporations 6
Section 2.04 Financial Statements 6
Section 2.05 Information 7
Section 2.06 Options or Warrants 7
Section 2.07 Absence of Certain Changes or Events 8
Section 2.08 Litigation and Proceedings 8
Section 2.09 Contracts 8
Section 2.10 No Conflict With Other Instruments 9
Section 2.11 Compliance With Laws and Regulations 9
Section 2.12 Approval of Agreement 9
Section 2.13 Material Transactions or Affiliations 9
Section 2.14 Bank Accounts; Power of Attorney 9
Section 2.15 Valid Obligation. 10
Section 2.16 Filings 10
Section 2.17 OTCBB 10
ARTICLE III PLAN OF EXCHANGE 10
Section 3.01 The Exchange 10
Section 3.02 Anti-Dilution 11
Section 3.03 Closing Events 11
Section 3.04 Termination 11
ARTICLE IV SPECIAL COVENANTS 11
Section 4.01 Access to Properties and Records 11
Section 4.02 Delivery of Books and Records 12
Section 4.03 Third Party Consents and Certificates 12
Section 4.04 Board Actions. 12
Section 4.05 Cancellation of Certain Shares of GLOBALINK
Common Stock 13
Section 4.06 Designation of Directors and Officer 14
Section 4.07 Exclusive Dealing Rights 15
Section 4.08 Actions Prior to Closing 15
ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF GLOBALINK 16
Section 5.01 Accuracy of Representations and Performance
of Covenants 16
Section 5.02 Officer's Certificate 16
Section 5.03 Good Standing 17
Section 5.04 No Governmental Prohibition 17
Section 5.05 Consent 17
Section 5.06 Other Items 17
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF ONEWORLD AND THE
ONEWORLD STOCKHOLDER 17
Section 6.01 Accuracy of Representations and Performance
of Covenants 17
Section 6.02 Officer's Certificate 18
Section 6.03 Good Standing 18
Section 6.04 No Governmental Prohibition 18
Section 6.05 Consents 18
Section 6.06 Other Items 18
ARTICLE VII MISCELLANEOUS 19
Section 7.01 Brokers 19
Section 7.02 Governing Law 19
Section 7.03 Notices 19
Section 7.04 Attorney's Fees 20
Section 7.05 Confidentiality 20
Section 7.06 Public Announcements and Filings 20
Section 7.07 Schedules; Knowledge 21
Section 7.08 Third Party Beneficiaries 21
Section 7.09 Expenses 21
Section 7.10 Entire Agreement 21
Section 7.11 Survival; Termination 21
Section 7.12 Counterparts 22
Section 7.13 Amendment or Waiver 22
Section 7.14 Best Efforts 22
Section 7.15 References 22
Exhibits
A. Suitability Letter
B. Investment Letter
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SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this
"Agreement") is entered into as of October 31, 2008 (the "Closing
Date"), by and between GLOBALINK, LTD., a Nevada corporation
(hereinafter referred to as "GLOBALINK"), with principal offices
located at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX X0X 0X0, ONEWORLD
HOTEL DESTINATION SERVICE, INC., a Canadian corporation (hereinafter
referred to as "ONEWORLD") with principal officers located at Xxxxx
000, 0000 Xxxxxxxx, Xxxxxxxxx, XX X0X 0X0 and XXXXXXX AU (the "ONEWORLD
Stockholder") upon the following premises:
Premises
WHEREAS, GLOBALINK is a publicly held corporation organized under the
laws of the State of Nevada with no significant operations;
WHEREAS, ONEWORLD is a privately held corporation organized under the
laws of Canada engaged in active business;
WHEREAS, GLOBALINK agrees to acquire 100% of the issued and outstanding
capital stock of ONEWORLD in exchange for the payment of US$150,000
plus the cash value of ONEWORLD'S retained earings brought forth into
GLOBALINK and the issuance of 2,000,000 restricted common shares of
GLOBALINK Common Stock (the "Exchange") and the ONEWORLD Stockholder
agrees to exchange its shares of ONEWORLD on the terms described
herein; and
WHEREAS, the parties hereto intend for the transaction to constitute a
tax-free reorganization pursuant to the provisions of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Agreement
NOW THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the
mutual benefits to the parties to be derived herefrom, and intending to
be legally bound hereby, it is hereby agreed as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ONEWORLD
As an inducement to, and to obtain the reliance of, GLOBALINK, and
except as set forth in the corresponding disclosure schedules delivered
by ONEWORLD in connection with this Agreement (the "ONEWORLD
Schedules"), ONEWORLD represents and warrants, as of the date hereof
and as of the Closing Date, as defined below, as follows:
Section 1.01 Organization
ONEWORLD is a corporation duly organized, validly existing, and in good
standing under the laws of Canada and has the corporate power and is
duly authorized under all applicable laws, regulations, ordinances, and
orders of public authorities to carry on its business in all material
respects as it is now being conducted. Included in Schedule 1.01 of
the ONEWORLD Schedules are complete and correct copies of the articles
of incorporation and bylaws (such documents, or other equivalent
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corporate organizational documents, the "Organizational Documents") of
ONEWORLD as in effect on the date hereof. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby, including the transactions contemplated in
Sections 4.04 and 4.05 (collectively, the "Contemplated Transactions")
will not, violate any provision of ONEWORLD's Organizational Documents.
ONEWORLD has full power, authority, and legal right and has taken all
action required by law, its Organizational Documents, or otherwise to
authorize the execution and delivery of this Agreement and to
consummate the Contemplated Transactions.
Section 1.02 Capitalization
The authorized capital stock of ONEWORLD consists of One Million
(1,000,000) shares of common stock, without par value per share (the
"ONEWORLD Common Stock"), of which 200,000 common shares are currently
issued and outstanding. All 200,000 shares of ONEWORLD Common Stock
are legally issued, fully paid, and non-assessable and not issued in
violation of the preemptive or other rights of any person. The
authorized capital stock of ONEWORLD also consists of One Million
(1,000,000) shares of preferred shares, without par value (the
"ONEWORLD Preferred Stock"), of which no preferred shares are issued
and outstanding.
Section 1.03 Subsidiaries and Predecessor Corporations
Except as set forth on Schedule 1.03, ONEWORLD does not have any
predecessor corporation(s) or subsidiaries, and does not own,
beneficially or of record, any shares of any other corporation. For
purposes hereinafter, the term "ONEWORLD" also includes those
subsidiaries, if any, set forth in Schedule 1.03 of the ONEWORLD
Schedules.
Section 1.04 Financial Statements.
Included in Schedule 1.04 of the ONEWORLD Schedules are (a) the audited
balance sheets of ONEWORLD as of October 31, 2008, June 30, 2008 and
June 30, 2007 and the related audited statements of operations,
stockholders' equity and cash flows for the fiscal years ended December
31, 2007, together with the notes to such statements and the opinion of
Xxxxxx X.Xxxxxx, CPA, independent certified public accountants, and (b)
the unaudited balance sheet of ONEWORLD as of June 30, 2006, June 30,
2005 (together with the balance sheet of ONEWORLD as of October 31,
2008 the "ONEWORLD Balance Sheet") and the related audited statements
of operations, stockholders' equity and cash flows for the nine-month
three-month period ended October 31, 2008 (the financial statements
referred to in (a) and (b) collectively, the "ONEWORLD Financial
Statements").
The ONEWORLD Financial Statements have been prepared in accordance with
United States generally accepted accounting principles ("GAAP")
consistently applied throughout the periods involved. The ONEWORLD
Balance Sheets are true and accurate and fairly present as of their
respective dates the financial condition of ONEWORLD. As of the
respective dates of the ONEWORLD Balance Sheets, except as and to the
extent reflected or reserved against therein, ONEWORLD had no
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liabilities or obligations (absolute or contingent) which should be
reflected in the ONEWORLD Balance Sheets or the notes thereto prepared
in accordance with GAAP, and all assets reflected therein are properly
reported and fairly present the value of the assets of ONEWORLD, in
accordance with GAAP. The statements of operations, stockholders'
equity and cash flows included in the ONEWORLD Financial Statements
reflect fairly the information required to be set forth therein by
GAAP.
ONEWORLD has no liabilities with respect to the payment of any federal,
state, county, local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and
payable.
ONEWORLD has timely filed all state, federal or local income and/or
franchise tax returns required to be filed by it from inception to the
date hereof. Each such income tax return reflects the taxes due for
the period covered thereby, except for amounts which, in the aggregate,
are immaterial.
All of ONEWORLD's assets are reflected on the ONEWORLD Financial
Statements, and, except as set forth in the ONEWORLD Schedules or the
ONEWORLD Financial Statements, ONEWORLD has no material liabilities,
direct or indirect, matured or unmatured, contingent or otherwise.
Section 1.05 Information
The information concerning ONEWORLD set forth in this Agreement and
in the ONEWORLD Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made,
in light of the circumstances under which they were made, not
misleading.
Section 1.06 Options or Warrants
There are no existing options, warrants, calls, or commitments of any
character relating to the authorized and unissued ONEWORLD Common
Stock.
Section 1.07 Absence of Certain Changes or Events Since October 31,
2008;
there has not been any material adverse change in the business,
operations, properties, assets, or condition (financial or otherwise)
of ONEWORLD;
ONEWORLD has not (i) amended its Organizational Documents; (ii)
declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem,
any of its capital stock; (iii) made any material change in its method
of management, operation or accounting, (iv) entered into any other
material transaction other than sales in the ordinary course of its
business; or (v) made any increase in or adoption of any profit
7
sharing, bonus, deferred compensation, insurance, pension, retirement,
or other employee benefit plan, payment, or arrangement made to, for,
or with its officers, directors, or employees; and
Except as required by this Agreement, ONEWORLD has not (i) granted or
agreed to grant any options, warrants or other rights for its stock,
bonds or other corporate securities calling for the issuance thereof,
(ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or
contingent) except as disclosed herein and except liabilities incurred
in the ordinary course of business; (iii) sold or transferred, or
agreed to sell or transfer, any of its assets, properties, or rights or
canceled, or agreed to cancel, any debts or claims; or (iv) issued,
delivered, or agreed to issue or deliver any stock, bonds or other
corporate securities including debentures (whether authorized and
unissued or held as treasury stock).
Section 1.08 Litigation and Proceedings
There are no actions, suits, proceedings, or investigations pending or,
to the knowledge of ONEWORLD after reasonable investigation, threatened
by or against ONEWORLD or affecting ONEWORLD or its properties, at law
or in equity, before any court or other governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any
kind. ONEWORLD does not have any knowledge of any material default on
its part with respect to any judgment, order, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a
default.
Section 1.09 Contracts.
(a) All "material" contracts, agreements, franchises, license
agreements, debt instruments or other commitments to which ONEWORLD is
a party or by which it or any of its assets, products, technology, or
properties are bound other than those incurred in the ordinary course
of business are set forth in Schedule 1.09 of the ONEWORLD Schedules.
A "material" contract, agreement, franchise, license agreement, debt
instrument or commitment is one which would be required to be disclosed
in connection with a current report on Form 8-K by ONEWORLD if ONEWORLD
were a registrant subject to Rule 13a-1 and Rule 13a-11 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act");
(b) All contracts, agreements, franchises, license agreements, and
other commitments to which ONEWORLD is a party or by which its
properties are bound and which are material to the operations of
ONEWORLD taken as a whole are valid and enforceable by ONEWORLD in all
respects, except as limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and subject to the
qualification that the availability of equitable remedies is subject to
the discretion of the court before which any proceeding therefore may
be brought (collectively, "Bankruptcy and Equity Exceptions"); and
8
(c) Except as included or described in Schedule 1.09 of the ONEWORLD
Schedules or reflected in the most recent ONEWORLD balance sheet,
ONEWORLD is not a party to any oral or written (i) contract for the
employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension benefit or
retirement plan, (iii) agreement, contract, or indenture relating to
the borrowing of money, (iv) guaranty of any obligation; (vi)
collective bargaining agreement; or (vii) agreement with any present or
former officer or director of ONEWORLD.
Section 1.10 No Conflict With Other Instruments
The execution of this Agreement and the consummation of the
Contemplated Transactions will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or
modify the terms of, any indenture, mortgage, deed of trust, or other
material agreement, or instrument to which ONEWORLD is a party or to
which any of its assets, properties or operations are subject.
Section 1.11 Compliance With Laws and Regulations
To the best of its knowledge, ONEWORLD has complied with all applicable
statutes and regulations of any federal, state, or other governmental
entity or agency thereof, except to the extent that noncompliance would
not materially and adversely affect the business, operations,
properties, assets, or condition of ONEWORLD or except to the extent
that noncompliance would not result in the occurrence of any material
liability for ONEWORLD. This compliance includes, but is not limited
to, the filing of all reports to date with federal and state securities
authorities.
Section 1.12 Approval of Agreement
The Board of Directors of ONEWORLD has authorized the execution and
delivery of this Agreement by ONEWORLD and has approved this Agreement
and the Contemplated Transactions, and will recommend to the ONEWORLD
Stockholder that the Exchange be approved.
Section 1.13 Valid Obligation
This Agreement and all agreements and other documents executed by
ONEWORLD in connection herewith constitute valid and binding
obligations of ONEWORLD, enforceable in accordance with their
respective terms, except as may be limited by Bankruptcy and Equity
Exceptions.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF GLOBALINK
As an inducement to, and to obtain the reliance of, ONEWORLD and the
ONEWORLD Stockholder, and except as set forth in the corresponding
disclosure schedules delivered by GLOBALINK in connection with this
Agreement (the "GLOBALINK Schedules"), GLOBALINK represents and
warrants, as of the date hereof and as of the Closing Date, as follows:
Section 2.01 Organization
GLOBALINK is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada and has the
corporate power and is duly authorized under all applicable laws,
9
regulations, ordinances, and orders of public authorities to carry on
its business in all material respects as it is now being conducted.
Included in Schedule 2.01 of the GLOBALINK Schedules are complete and
correct copies of the Organizational Documents of GLOBALINK as in
effect on the date hereof. The execution and delivery of this
Agreement does not, and the consummation of Contemplated Transactions
will not, violate any provision of GLOBALINK's Organizational
Documents. GLOBALINK has full power, authority, and legal right and
has taken all action required by law, its Organizational Documents, or
otherwise to authorize the execution and delivery of this Agreement and
to consummate the Contemplated Transactions.
Section 2.02 Capitalization
The authorized capital stock of GLOBALINK consists of (a) 100,000,000
500,000,000 shares of common stock, par value $0.001 per share
("GLOBALINK Common Stock"), of which 22,785,000 shares are issued and
outstanding, 6,456,000 (Should this be 5split x 5 x 250,000 =
6,250,000?) of which have been registered for resale with the U.S.
Securities and Exchange Commission pursuant to an effective
registration statement. All issued and outstanding shares of GLOBALINK
Common Stock are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any person.
Section 2.03 Subsidiaries and Predecessor Corporations
GLOBALINK does not have any predecessor corporation(s), no
subsidiaries, and does not own, beneficially or of record, any shares
of any other corporation.
Section 2.04 Financial Statements.
(a) Copies of (a) the audited balance sheet of GLOBALINK as of
December 31, 2007 and the related audited statements of operations,
stockholders' equity and cash flows for December 31, 2007, together
with the notes to such statements and the opinion of Xxxxxx X. Xxxxxx,
CPA., independent certified public accountants, and (b) the unaudited
balance sheet of GLOBALINK as of September 30, 2008 (together with the
balance sheet of GLOBALINK as of December 31, 2007, the "GLOBALINK
Balance Sheet") and the related unaudited statements of operations,
stockholders' equity and cash flows for the nine-month period ending
September 30, 2008 (the financial statements referred to in (a) and (b)
collectively, the "GLOBALINK Financial Statements") have been filed
with the U.S. Securities and Exchange Commission.
(b) The GLOBALINK Financial Statements have been prepared in
accordance with GAAP consistently applied throughout the periods
involved. The GLOBALINK Balance Sheets are true and accurate and fairly
present as of their respective dates the financial condition of
GLOBALINK. As of the respective dates of the GLOBALINK Balance Sheets,
except as and to the extent reflected or reserved against therein,
GLOBALINK had no liabilities or obligations (absolute or contingent)
which should be reflected in the GLOBALINK Balance Sheets or the notes
thereto prepared in accordance with GAAP, and all assets reflected
therein are properly reported and fairly present the value of the
assets of GLOBALINK, in accordance with GAAP. The statements of
10
operations, stockholders' equity and cash flows in the GLOBALINK
Financial Statements reflect fairly the information required to be set
forth therein by GAAP.
(c) GLOBALINK has no liabilities with respect to the payment of any
federal, state, county, local or other taxes (including any
deficiencies, interest or penalties), except for taxes accrued but not
yet due and payable.
(d) GLOBALINK has timely filed all state, federal or local income
and/or franchise tax returns required to be filed by it from inception
to the date hereof. Each such income tax return reflects the taxes due
for the period covered thereby, except for amounts which, in the
aggregate, are immaterial.
(e) All of GLOBALINK's assets are reflected on the GLOBALINK
Financial Statements, and, except as set forth in the GLOBALINK
Schedules or the GLOBALINK Financial Statements, GLOBALINK has no
material liabilities, direct or indirect, matured or unmatured,
contingent or otherwise.
(f) GLOBALINK shall have no liabilities on the Closing Date.
Section 2.05 Information
The information concerning GLOBALINK set forth in this Agreement and
the GLOBALINK Schedules is complete and accurate in all material
respects and does not contain any untrue statements of a material fact
or omit to state a material fact required to make the statements made,
in light of the circumstances under which they were made, not
misleading.
Section 2.06 Options or Warrants
There are except as stipulated on Schedule 2.06, no existing options,
warrants, calls, or commitments of any character relating to the
authorized and unissued capital stock of GLOBALINK (including, but not
limited to, the GLOBALINK Common Stock and the GLOBALINK Preferred
Stock).
Section 2.07 Absence of Certain Changes or Events
Since the date of the most recent GLOBALINK balance sheet:
(a) There has not been any material adverse change in the business,
operations, properties, assets or condition (financial or otherwise) of
GLOBALINK;
(b) GLOBALINK has not (i) amended its Organizational Documents;
(ii) declared or made, or agreed to declare or make any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem,
any of its capital stock; (iii) made any material change in its method
of management, operation or accounting; (iv) entered into any
transactions or agreements; or (v) made any increase in or adoption of
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any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement,
made to, for or with its officers, directors, or employees; and
(c) GLOBALINK has not (i) except as stipulated on Schedule 2.06,
granted or agreed to grant any options, warrants, or other rights for
its stock, bonds, or other corporate securities calling for the
issuance thereof; (ii) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability
(absolute or contingent); (iii) sold or transferred, or agreed to sell
or transfer, any of its assets, properties, or rights, or canceled, or
agreed to cancel, any debts or claims; or (iv) issued, delivered or
agreed to issue or deliver, any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or
held as treasury stock).
Section 2.08 Litigation and Proceedings
There are no actions, suits, proceedings or investigations pending or,
to the knowledge of GLOBALINK after reasonable investigation,
threatened by or against GLOBALINK or affecting GLOBALINK or its
properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. GLOBALINK does not have any knowledge of any
default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator,
or governmental agency or instrumentality or any circumstance which
after reasonable investigation would result in the discovery of such
default.
Section 2.09 Contracts
GLOBALINK is not a party to, and neither it nor any of its assets,
products, technology and properties are not bound by:
- any contract, agreement, franchise, license, debt instrument, or
other commitment, whether such agreement is in writing or oral;
any charter or other corporate restriction, except as set forth in the
Organizational Documents of GLOBALINK;
- any judgment, order, writ, injunction, decree, or award; or
- any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation,
stock option, severance pay, pension benefit or retirement plan, (iii)
agreement, contract, or indenture relating to the borrowing of money,
(iv) guaranty of any obligation, (vi) collective bargaining agreement;
or (vii) agreement with any present or former officer or director of
GLOBALINK.
Section 2.10 No Conflict With Other Instruments
The execution of this Agreement and the consummation of the
Contemplated Transactions will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or
modify the terms of, any indenture, mortgage, deed of trust, or other
material agreement or instrument to which GLOBALINK is a party or to
which any of its assets, properties or operations are subject.
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Section 2.11 Compliance With Laws and Regulations
To the best of its knowledge, GLOBALINK has complied with all
applicable statutes and regulations of any federal, state, or other
applicable governmental entity or agency thereof. This compliance
includes, but is not limited to, the filing of all reports to date with
federal and state securities authorities.
Section 2.12 Approval of Agreement
The Board of Directors of GLOBALINK has authorized the execution and
delivery of this Agreement by GLOBALINK and has approved this Agreement
and the Contemplated Transactions.
Section 2.13 Material Transactions or Affiliations
There exists no contract, agreement or arrangement between GLOBALINK
and any predecessor and any person who was at the time of such
contract, agreement or arrangement an officer, director, or person
owning of record or known by GLOBALINK to own beneficially, five
percent (5%) or more of the issued and outstanding GLOBALINK Common
Stock and which is to be performed in whole or in part after the date
hereof or was entered into not more than three (3) years prior to the
date hereof. Neither any officer, director, nor five percent (5%)
stockholder of GLOBALINK has, or has had since inception of GLOBALINK,
any known interest, direct or indirect, in any such transaction with
GLOBALINK which was material to the business of GLOBALINK. GLOBALINK
has no commitment, whether written or oral, to lend any funds to,
borrow any money from, or enter into any other transaction with, any
such affiliated person.
Section 2.14 Bank Accounts; Power of Attorney
Set forth in Schedule 2.14 of the GLOBALINK Schedules is a true and
complete list of (a) all accounts with banks, money market mutual funds
or securities or other financial institutions maintained by GLOBALINK
within the past twelve (12) months, the account numbers thereof, and
all persons authorized to sign or act on behalf of GLOBALINK, (b) all
safe deposit boxes and other similar custodial arrangements maintained
by GLOBALINK within the past twelve (12) months, (c) the check ledger
for the last twelve (12) months, (d) the names of all persons holding
powers of attorney from GLOBALINK or who are otherwise authorized to
act on behalf of GLOBALINK with respect to any matter, other than its
officers and directors, and a summary of the terms of such powers or
authorizations, and (e) a list of all the current officers and
directors of GLOBALINK.
Section 2.15 Valid Obligation.
This Agreement and all agreements and other documents executed by
GLOBALINK in connection herewith constitute the valid and binding
obligations of GLOBALINK, enforceable in accordance with their
respective terms, except as may be limited by Bankruptcy and Equity
Exceptions.
Section 2.16 Filings.
GLOBALINK has timely filed all reports, statements, and other
information required to be filed by it under the Securities Exchange
Act of 1934, as amended.
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Section 2.17 OTCBB
Our common stock is listed on the NASDAQ bulletin board under the
symbol GOBK as of December 20, 2007 and the first trade was made on
March 6, 2008.
ARTICLE III
PLAN OF EXCHANGE
Section 3.01 The Exchange
On the terms and subject to the conditions set forth in this Agreement,
on the Closing Date (as defined in Section 3.03), the ONEWORLD
Stockholder shall assign, transfer and deliver, free and clear of all
liens, pledges, encumbrances, charges, restrictions or known claims of
any kind, nature, or description, all of the shares of ONEWORLD Common
Stock held by the ONEWORLD Stockholder; the objective of such Exchange
being the acquisition by GLOBALINK of not less than 100% of the issued
and outstanding ONEWORLD Common Stock. In exchange for the transfer of
such securities by the ONEWORLD Stockholder, GLOBALINK shall issue to
the ONEWORLD Stockholder Two Million (2,000,000) common shares,
representing 8.0694% of total GLOBALINK Common Stock (the "Initial
Shares"). At the closing of the transactions described in this Section
3.01 (the "Closing"), the ONEWORLD Stockholder shall, on surrender of
its certificate or certificates representing the ONEWORLD Common Stock
to GLOBALINK or its registrar or transfer agent, be entitled to receive
a certificate or certificates evidencing its interest in the Initial
Shares. Upon consummation of the Contemplated Transactions, all of the
shares of capital stock of ONEWORLD shall be held by GLOBALINK. Upon
consummation of the Contemplated Transactions, there shall be Twenty
Four Million, Seven Hundred Eighty Five Thousand (24,785,000) shares of
GLOBALINK Common Stock issued and outstanding.
Section 3.02 Cash payment
In addition to the exchange, GLOBALINK shall pay the ONEWORLD
Stockholder US$150,000 plus the cash value of ONEWORLD's Retained
Earnings brought into GLOBALINK, for the Common Stock of ONEWORLD.
Section 356(a)(1) states that "if section 254 would appy to an exchange
but for the fact that the property received in the exchange consists
not only of property permitted by section 354 . . . to be received
without recognition of gain but also of other property or money, then
the gain, if any, to the recipient shall be recognized, but in an
amount not in excess of the sum of usch money and the fair market value
of such other property.
Section 3.03 Anti-Dilution
The number of shares of GLOBALINK Common Stock issuable upon exchange
pursuant to Section 3.01 shall be appropriately adjusted to take into
account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the GLOBALINK Common Stock which
may occur, between the date of the execution of this Agreement and the
Closing Date.
14
Section 3.04 Closing Events
At the Closing, GLOBALINK, ONEWORLD and the ONEWORLD Stockholder shall
execute, acknowledge, and deliver (or shall ensure to be executed,
acknowledged, and delivered), any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or
other instruments required by this Agreement to be so delivered at or
prior to the Closing, together with such other items as may be
reasonably requested by the parties hereto and their respective legal
counsel in order to effectuate or evidence the Contemplated
Transactions.
Section 3.05 Termination
This Agreement may be terminated by the Board of Directors of ONEWORLD
or ONEWORLD only in the event that GLOBALINK or ONEWORLD do not meet
the conditions precedent set forth in Articles V and VI. If this
Agreement is terminated pursuant this section, this Agreement shall be
of no further force or effect, and no obligation, right or liability
shall arise hereunder.
SPECIAL COVENANTS
Section 4.01 Access to Properties and Records
GLOBALINK and ONEWORLD will each afford to the officers and authorized
representatives of the other party full access to the properties, books
and records of GLOBALINK or ONEWORLD, as the case may be, in order that
each party may have a full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of the other
party, and each party will furnish to the other party such additional
financial and operating data and other information as to the business
and properties of GLOBALINK or ONEWORLD, as the case may be, as the
other party shall from time to time reasonably request. Without
limiting the foregoing, as soon as practicable after the end of each
fiscal quarter (and in any event through the last fiscal quarter prior
to the Closing Date), each party shall provide the other party with
quarterly internally prepared and unaudited financial statements.
Section 4.02 Delivery of Books and Records
At the Closing, ONEWORLD shall deliver to GLOBALINK the originals of
the corporate minute books, books of account, contracts, records, and
all other books or documents of ONEWORLD now or then in the possession
of ONEWORLD or its representatives. GLOBALINK shall deliver to ONEWORLD
the originals of the corporate minute books, books of account,
contracts, records, and all other books or documents of GLOBALINK now
or then in the possession of GLOBALINK or its representatives.
Section 4.03 Third Party Consents and Certificates
GLOBALINK and ONEWORLD agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and the
Contemplated Transactions.
Section 4.04 Exclusive Dealing Rights.
In recognition of the substantial time and effort which GLOBALINK has
spent and will continue to spend in investigating ONEWORLD and its
business and in addressing the matters related to the Contemplated
Transactions, each of which may preempt or delay other management
15
activities, neither ONEWORLD, nor any of its officers, directors,
employees, representatives or agents will directly or indirectly
solicit or initiate any discussions or negotiations with or, except
where required by fiduciary obligations under applicable law as advised
by counsel, participate in any negotiations with or provide any
information to or otherwise cooperate in any other way with, or
facilitate or encourage any effort or attempt by, any corporation,
partnership, person or other entity or group (other than GLOBALINK and
its directors, officers, employees, representatives and agents)
concerning any merger, sale of substantial assets, sale of shares of
capital stock, (including without limitation, any public or private
offering of the ONEWORLD Common Stock) or similar transactions
involving ONEWORLD (all such transactions being referred to as
"ONEWORLD Acquisition Transactions"), other than activities related to
financings. If ONEWORLD receives any proposal with respect to an
ONEWORLD Acquisition Transaction, it will immediately communicate to
GLOBALINK the fact that it has received such proposal and the principal
terms thereof.
In recognition of the substantial time and effort which ONEWORLD has
spent and will continue to spend in investigating GLOBALINK and its
business and in addressing the matters related to the Contemplated
Transactions, each of which may preempt or delay other management
activities, neither GLOBALINK, nor any of its officers, directors,
employees, representatives or agents will directly or indirectly
solicit or initiate any discussions or negotiations with or, except
where required by fiduciary obligations under applicable law as advised
by counsel, participate in any negotiations with or provide any
information to or otherwise cooperate in any other way with, or
facilitate or encourage any effort or attempt by, any corporation,
partnership, person or other entity or group (other than ONEWORLD and
its directors, officers, employees, representatives and agents)
concerning any merger, sale of substantial assets, sale of shares of
capital stock, (including without limitation, any public or private
offering of the GLOBALINK Common Stock) (all such transactions being
referred to as "GLOBALINK Acquisition Transactions"). If GLOBALINK
receives any proposal with respect to a GLOBALINK Acquisition
Transaction, it will immediately communicate to ONEWORLD the fact that
it has received such proposal and the principal terms thereof.
Section 4.05 Actions Prior to Closing
From and after the date of this Agreement until the Closing Date and
except as set forth in the GLOBALINK Schedules or ONEWORLD Schedules or
as permitted or contemplated by this Agreement, GLOBALINK (subject to
paragraph (b) below) and ONEWORLD respectively, will each:
- carry on its business in substantially the same manner as it has
heretofore;
- maintain and keep its properties in states of good repair and
condition as at present, except for depreciation due to ordinary wear
and tear and damage due to casualty;
16
- maintain in full force and effect insurance comparable in amount
and in scope of coverage to that now maintained by it;
perform in all material respects all of its obligations under any
material contracts, leases, and instruments relating to or affecting
its assets, properties, and business;
- use its best efforts to maintain and preserve intact its business
organization, to retain its key employees, and to maintain its
relationship with its material suppliers and customers; and
fully comply with and perform in all material respects all obligations
and duties imposed on it by all federal and state laws and all rules,
regulations, and orders imposed by federal or state governmental
authorities.
From and after the date of this Agreement until the Closing Date,
neither GLOBALINK nor ONEWORLD will:
- make any changes in their Organizational Documents, including any
change of name, except as contemplated by this Agreement;
- take any action described in Section 1.07, in the case of
ONEWORLD, or in Section 2.07, in the case of GLOBALINK (all except as
permitted therein or as disclosed in the ONEWORLD Schedules or
GLOBALINK Schedules, as applicable);
- enter into or amend any contract, agreement, or other instrument
of any of the types described in the ONEWORLD Schedules or GLOBALINK
Schedules, except that a party may enter into or amend any contract,
agreement, or other instrument in the ordinary course of business
involving the sale of goods or services; or
sell any assets or discontinue any operations, sell any shares of
capital stock or conduct any similar transactions other than in the
ordinary course of business.
Section 4.06 Indemnification.
(a) ONEWORLD hereby agrees to indemnify GLOBALINK and each of the
officers, agents and directors of GLOBALINK as of the date of execution
of this Agreement against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever)
("Loss"), to which it or they may become subject arising out of or
based on any inaccuracy appearing in or misrepresentations made under
Article I. The indemnification provided for in this paragraph shall
survive the Closing and consummation of Contemplated Transactions and
termination of this Agreement for one (1) year following the Closing.
(b) The ONEWORLD Stockholder, agrees to indemnify GLOBALINK and
each of the officers, agents and directors of GLOBALINK as of the date
of execution of this Agreement against any Loss, to which it or they
may become subject arising out of or based on any inaccuracy appearing
in or misrepresentations made under Section 3.01. The indemnification
provided for in this paragraph shall survive the Closing and
consummation of the Contemplated Transactions and termination of this
Agreement for one (1) year following the Closing.
17
(c) GLOBALINK hereby agrees to indemnify ONEWORLD and each of the
officers, agents, and directors of ONEWORLD and the ONEWORLD
Stockholder as of the date of execution of this Agreement against any
Loss to which it or they may become subject arising out of or based on
any inaccuracy appearing in or misrepresentation made under Article II.
The indemnification provided for in this paragraph shall survive the
Closing and consummation of the Contemplated Transactions and
termination of this Agreement for one (1) year following the Closing.
Section 4.07 The Acquisition of GLOBALINK Common Stock
GLOBALINK and ONEWORLD understand and agree that the consummation of
the Contemplated Transactions, including the issuance of the GLOBALINK
Common Stock and cash payment to ONEWORLD Stockholder in exchange for
the ONEWORLD Common Stock as contemplated herein, constitutes the offer
and sale of securities under the Securities Act and applicable state
statutes. GLOBALINK and ONEWORLD agree that such transactions shall be
consummated in reliance on exemptions from the registration and
prospectus delivery requirements of such statutes, which depend, among
other items, on the circumstances under which such securities are
acquired.
(a) In order to provide documentation for reliance upon the
exemptions from the registration and prospectus delivery requirements
for such transactions, each stockholder of ONEWORLD shall execute and
deliver to GLOBALINK a Suitability Letter and an Investment
Representation Letter in substantially the same form as that attached
hereto as Exhibit A and Exhibit B, respectively.
(b) In connection with the Contemplated Transactions, GLOBALINK
and ONEWORLD shall each file, with the assistance of the other party
and their respective legal counsel, such notices, applications,
reports, or other instruments as may be deemed by them to be necessary
or appropriate in an effort to document reliance on such exemptions,
and the appropriate regulatory authority in the states where the
stockholders of ONEWORLD reside unless an exemption requiring no filing
is available in such jurisdiction, all to the extent and in the manner
as may be deemed by such party to be appropriate.
(c) In order to more fully document reliance on the exemptions as
provided herein, ONEWORLD, the ONEWORLD Stockholder, and GLOBALINK
shall execute and deliver to the other party, at or prior to the
Closing, such further letters of representation, acknowledgment,
suitability, or the like as ONEWORLD or GLOBALINK and their respective
counsel may reasonably request in connection with reliance on
exemptions from registration under such securities laws.
(d) The ONEWORLD Stockholder acknowledges that the basis for
relying on exemptions from registration or qualifications are factual,
depending on the conduct of the various parties, and that no legal
opinion or other assurance will be required or given to the effect that
the Contemplated Transactions are in fact exempt from registration or
qualification.
18
Section 4.08 Sales of Securities Under Rule 144, If Applicable.
(a) GLOBALINK will use its best efforts to at all times satisfy
the current public information requirements of Rule 144 promulgated
under the Securities Act so that its stockholders can sell restricted
securities that have been held for one (1) year or more or such other
restricted period as required by Rule 144 as it is from time to time
amended.
(b) Upon being informed in writing by any person holding
restricted stock of GLOBALINK that such person intends to sell any
shares under Rule 144 promulgated under the Securities Act (including
any rule adopted in substitution or replacement thereof), GLOBALINK
will certify in writing to such person that it is compliance with Rule
144 current public information requirement to enable such person to
sell such person's restricted stock under Rule 144, as may be
applicable under the circumstances.
(c) If any certificate representing any such restricted stock is
presented to GLOBALINK's transfer agent for registration or transfer in
connection with any sales theretofore made under Rule 144, provided
such certificate is duly endorsed for transfer by the appropriate
person(s) or accompanied by a separate stock power duly executed by the
appropriate person(s), in each case with reasonable assurances that
such endorsements are genuine and effective and is accompanied by a
legal opinion that such transfer has complied with the requirements of
Rule 144, as the case may be, GLOBALINK will promptly instruct its
transfer agent to register such transfer and to issue one or more new
certificates representing such shares to the transferee and, if
appropriate under the provisions of Rule 144, as the case may be, free
of any stop transfer order or restrictive legend.
(d) This Section 4.08 shall survive the closing of this Agreement
for a period of two (2) years.
CONDITIONS PRECEDENT TO OBLIGATIONS OF GLOBALINK
The obligations of GLOBALINK under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following
conditions:
Section 5.01 Accuracy of Representations and Performance of Covenants
The representations and warranties made by ONEWORLD and the ONEWORLD
Stockholder in this Agreement were true when made and shall be true on
the Closing Date with the same force and effect as if such
representations and warranties were made on and as of the Closing Date.
ONEWORLD shall have performed or complied with all covenants and
conditions required by this Agreement to be performed or complied with
by ONEWORLD prior to or at the Closing.
Section 5.02 Officer's Certificate
GLOBALINK shall have been furnished with a certificate dated the
Closing Date and signed by a duly authorized officer of ONEWORLD,
certifying that: (a) no litigation, proceeding, investigation, or
inquiry is pending, or to the best knowledge of ONEWORLD, threatened,
which might result in an action to enjoin or prevent the consummation
19
of the Contemplated Transactions, or, to the extent not disclosed in
the ONEWORLD Schedules, by or against ONEWORLD, which might result in
any material adverse change in any of the assets, properties, business,
or operations of ONEWORLD, and (b) the conditions set forth in Sections
5.01, 5.04 and 5.05 have been satisfied.
Section 5.03 Good Standing
GLOBALINK shall have received a certificate of good standing dated as
of a date prior to the Closing Date certifying that ONEWORLD is in good
standing as a corporation in Canada.
Section 5.04 No Governmental Prohibition
No order, statute, rule, regulation, executive order, injunction, stay,
decree, judgment or restraining order shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory
authority or instrumentality which prohibits the consummation of the
Contemplated Transactions.
Section 5.05 Consents
All consents, approvals, waivers or amendments pursuant to all
contracts, licenses, permits, trademarks and other intangibles in
connection with the Contemplated Transactions, or for the continued
operation of ONEWORLD after the Closing Date on the basis as presently
operated shall have been obtained.
Section 5.06 Other Items
Globalink shall have received further opinions, documents, certificates
or instruments relating to the Contemplated Transactions as GLOBALINK
may reasonably request.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF ONEWORLD
AND THE ONEWORLD STOCKHOLDER
The obligations of ONEWORLD and the ONEWORLD Stockholder under this
Agreement are subject to the satisfaction, at or before the Closing
Date, of the following conditions:
Section 6.01 Accuracy of Representations and Performance of Covenants
The representations and warranties made by GLOBALINK in this Agreement
and by the Principal GLOBALINK Stockholders in the Indemnity Agreement
to be delivered on the Closing Date (the "Indemnity Agreement") were
true when made and shall be true on the Closing Date with the same
force and effect as if such representations and warranties were made on
and as of the Closing Date. Each of GLOBALINK and each Principal
GLOBALINK Stockholder shall have performed and complied with all
covenants and conditions required by this Agreement and the Indemnity
Agreement to be performed or complied with by GLOBALINK and the
Principal GLOBALINK Stockholders (as the case may be) prior to or at
the Closing.
Section 6.02 Officer's Certificate
ONEWORLD shall have been furnished with a certificate dated the Closing
Date and signed by a duly authorized officer of GLOBALINK, certifying
20
that: (a) no litigation, proceeding, investigation or inquiry is
pending, or to the best knowledge of GLOBALINK threatened, which might
result in an action to enjoin or prevent the consummation of the
Contemplated Transactions, or, to the extent not disclosed in the
GLOBALINK Schedules, by or against GLOBALINK, which might result in any
material adverse change in any of the assets, properties or operations
of GLOBALINK, and (b) the conditions set forth in Section 6.01, 6.04,
and 6.05 have been satisfied.
Section 6.03 Good Standing
ONEWORLD shall have received a certificate of good standing from the
Secretary of State of Nevada or other appropriate office, dated as of a
date within ten (10) days prior to the Closing Date, certifying that
GLOBALINK is in good standing as a corporation in the State of Nevada
and has filed all tax returns required to have been filed by it to date
and has paid all taxes reported as due thereon.
Section 6.04 No Governmental Prohibition
No order, statute, rule, regulation, executive order, injunction, stay,
decree, judgment or restraining order shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory
authority or instrumentality which prohibits the consummation of the
Contemplated Transactions.
Section 6.05 Consents
All consents, approvals, waivers or amendments pursuant to all
contracts, licenses, permits, trademarks and other intangibles in
connection with the Contemplated Transactions, or for the continued
operation of GLOBALINK after the Closing Date on the basis as presently
operated shall have been obtained.
Section 6.06. Other Items
ONEWORLD and the ONEWORLD Stockholder shall have received:
An original counterpart to the Indemnity Agreement duly executed by
each Principal GLOBALINK Stockholder; and further opinions, documents,
certificates, or instruments relating to the Contemplated Transactions
as ONEWORLD and the ONEWORLD Stockholder may reasonably request.
I
MISCELLANEOUS
Section 7.01 Brokers
GLOBALINK and ONEWORLD agree that, except as set out on Schedule 7.01
attached hereto, there were no finders or brokers involved in bringing
the parties together or who were instrumental in the negotiation or
execution of this Agreement or consummation of the Contemplated
Transactions. GLOBALINK and ONEWORLD each agree to indemnify the other
party against any claim by any third person other than those described
above for any commission, brokerage, or finder's fee arising from the
Contemplated Transactions based on any alleged agreement or
understanding between the indemnifying party and such third person,
whether express or implied from the actions of the indemnifying party.
21
Section 7.02 Governing Law
This Agreement shall be governed by, enforced, and construed under and
in accordance with the laws of the United States of America and, with
respect to the matters of state law, with the laws of the State of
Nevada. Venue for all matters shall be in Nevada, without giving
effect to principles of conflicts of law thereunder. Each of the
parties irrevocably consents and agrees that any legal or equitable
action or proceedings arising under or in connection with this
Agreement shall be brought exclusively in the federal courts of the
United States. By execution and delivery of this Agreement, each party
hereto irrevocably submits to and accepts, with respect to any such
action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such
party may now or hereafter have to object to such jurisdiction.
Section 7.03 Notices
Any notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally
delivered to it or sent by facsimile, overnight courier or registered
mail or certified mail, postage prepaid, addressed as follows:
If to ONEWORLD or ONEWORLD Stockholder, to:
Xxxxxxx Au
Xxxxx 000, 0000 Xxxxxxxx
Xxxxxxxxx, XX X0X 0X0
If to GLOBALINK, to:
Xxxxx Xxxxx
Globalink, Ltd.
#000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
With copies to:
Xxxx X. Xxxxxx
Attorney At Law
0000 Xxxxx Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
or such other addresses as shall be furnished in writing by any party
in the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given (a) upon receipt, if
personally delivered, (b) on the day after dispatch, if sent by
overnight courier, (c) upon dispatch, if transmitted by facsimile and
receipt is confirmed by telephone, or (d) three (3) days after mailing,
if sent by registered or certified mail.
Section 7.04 Attorney's Fees
In the event that either party institutes any action or suit to enforce
this Agreement or to secure relief from any default hereunder or breach
hereof, the prevailing party shall be reimbursed by the losing party
for all costs, including reasonable attorney's fees, incurred in
connection therewith and in enforcing or collecting any judgment
rendered therein.
22
Section 7.05 Confidentiality
Each party hereto agrees with the other parties that, unless and until
the Contemplated Transactions have been consummated, it and its
representatives will hold in strict confidence all data and information
obtained with respect to another party or any subsidiary thereof from
any representative, officer, director or employee, or from any books or
records or from personal inspection, of such other party, and shall not
use such data or information or disclose the same to others, except (a)
to the extent such data or information is published, is a matter of
public knowledge, or is required by law to be published; or (b) to the
extent that such data or information must be used or disclosed in order
to consummate the Contemplated Transactions. In the event of the
termination of this Agreement, each party shall return to the other
parties all documents and other materials obtained by it or on its
behalf and shall destroy all copies, digests, work papers, abstracts or
other materials relating thereto, and each party will continue to
comply with the confidentiality provisions set forth herein.
Section 7.06 Public Announcements and Filings
Unless required by applicable law or regulatory authority, none of the
parties will issue any report, statement or press release to the
general public, to the trade, to the general trade or trade press, or
to any third party (other than its advisors and representatives in
connection with the Contemplated Transactions) or file any document,
relating to this Agreement and Contemplated Transactions, except as may
be mutually agreed by the parties. Copies of any such filings, public
announcements or disclosures, including any announcements or
disclosures mandated by law or regulatory authorities, shall be
delivered to each party at least one (1) business day prior to the
release thereof.
Section 7.07 Schedules; Knowledge
The ONEWORLD Schedules and GLOBALINK Schedules referred to herein and
delivered pursuant to and attached to this Agreement (collectively,
"Schedules") are integral parts of this Agreement. Nothing in a
Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein, unless the Schedule identifies
the exception with reasonable particularity and describes the relevant
facts in reasonable detail, including by cross-reference to another
Schedule. The inclusion of any information in the Schedules shall not
be deemed to be an admission or acknowledgment, in and of itself, that
such information is required by the terms hereof to be disclosed, is
material to the business of ONEWORLD or GLOBALINK, as the case may be,
or is outside the ordinary course of business. ONEWORLD is responsible
for preparing the ONEWORLD Schedules and GLOBALINK is responsible for
preparing the GLOBALINK Schedules. Each of the ONEWORLD Schedules and
the GLOBALINK Schedules will be arranged in paragraphs corresponding to
the numbered and lettered paragraphs contained in this Agreement, and
the disclosure in any such numbered and lettered section of the
ONEWORLD Schedules or the GLOBALINK Schedules, as the case may be,
shall qualify and shall be deemed to qualify such other paragraphs in
this Agreement to the extent such qualification is reasonably apparent
regardless of the absence of any express cross-reference to such other
23
paragraph. Each party is presumed to have full knowledge of all
information set forth in the other party's Schedules delivered pursuant
to this Agreement.
Section 7.08 Third Party Beneficiaries
This contract is strictly between GLOBALINK, ONEWORLD and the ONEWORLD
Stockholder, and, except as specifically provided, no director,
officer, stockholder (other than the ONEWORLD Stockholder), employee,
agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
Section 7.09 Expenses
Subject to Section 7.04 above, whether or not the Exchange is
consummated, each of GLOBALINK, the ONEWORLD Stockholder and ONEWORLD
will bear their own respective expenses, including legal, accounting
and professional fees, incurred in connection with the Exchange or any
of the other Contemplated Transactions.
Section 7.10 Entire Agreement
This Agreement, together with the Schedules and any certificate or
agreements delivered on the Closing Date, represents the entire
agreement between the parties relating to the subject matter thereof
and supersedes all prior agreements, understandings and negotiations,
written or oral, with respect to such subject matter.
Section 7.11 Survival; Termination
Except as otherwise set forth in this Agreement, the representations,
warranties, and covenants of the respective parties shall survive the
Closing Date and the consummation of Contemplated Transactions for a
period of two (2) years.
Section 7.12 Counterparts
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be
but a single instrument.
Section 7.13 Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith, and no waiver by any party
of the performance of any obligation by the other parties shall be
construed as a waiver or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing
Date, this Agreement may by amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term
or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties
for whose benefit the provision is intended.
Section 7.14 Best Efforts
Subject to the terms and conditions herein provided, each party shall
use its best efforts to perform or fulfill all conditions and
obligations to be performed or fulfilled by it under this Agreement so
that the Contemplated Transactions shall be consummated as soon as
24
practicable. Each party also agrees that it shall use its best efforts
to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws
and regulations to consummate and make effective this Agreement and the
Contemplated Transactions.
Section 7.15 References
References to Sections, Articles, Schedules or Exhibits in this
Agreement shall be to Sections, Articles, Schedules or Exhibits to this
Agreement unless explicitly provided otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first-above written.
GLOBALINK, LTD..
By: /s/ Xxxxx Xxxxx
-----------------------
Xxxxx Xxxxx
Title: President
ONEWORLD HOTEL DESTINATION SERVICE, INC.
By: /s/Xxxxxxx AU
----------------------
Xxxxxxx AU, CEO/director
XXXXXXX AU
/s/Xxxxxxx AU
---------------------
Xxxxxxx Au
[Signature Page to Share Exchange Agreement]
Schedule 1.01
ONEWORLD
Organization Documents
Attached are the following documents:
Certificate of Incorporation
Company Articles
Certificate of Good Standing
Officer's Certificate
Indemnity Agreement
Schedule 1.01 - Certificate of Incorporation
COMPANY ACT
CERTIFICATE OF INCORPORATION
I Hereby Certify that
ONEWORD HOTEL DESTINATION SERVICE INC.
Has this day been incorporated under the Company Act
Issued under my hand at Victoria, British Columbia
On July 19, 0000
XXXX X. XXXXXX
Xxxxxxxxx xx Xxxxxxxxx
XXXXXXXX XX XXXXXXX XXXXXXXX
XXXXXX
SEAL
Schedule 1.01 - Company Articles
COMPANY ACT
ARTICLES
OF
ONEWORLD HOTEL DESTINATION SERVICE INC.
PART ARTICLE SUBJECT PAGE
1 INTERPRETATION 1
1.1 Definition
1.2 Construction of Words
1.3 Construction of Words
1.4 Company Act Definitions Applicable
2 SHARES AND SHARE CERTIFICATES 1-2
2.1 Forms of Certificate
2.2 Member entitled to Certificate
2.3 Replacement of Los or Defaced Certificate
2.4 Consolidation of Certificates
2.5 Fee for Certificates
2.6 Recognition of Trusts
3 ALLOTMENT AND ISSUE OF SHARES 2-3
3.1 Directors Authorized
3.2 Commissions and Brokerage
4 SHARE TRANSFERS 3
4.1 Transferability and Instrument of Transfer
4.2 Submission of Instruments of Transfer
4.3 Authority in Instrument of Transfer
4.4 Enquiry as to Title not Required
4.5 Transfer Fee
4.6 Branch Registers
5 TRANSMISSION OF SHARES 3
5.1 Personal Representative Recognized on
Death and Persons in Representative
Capacity
6 ALTERATION OF CAPITAL 4
6.1 Ordinary Resolution Required
7 PURCHASE OF SHARES
7.1 Company Authorized to Purchase its Shares
8 BORROWING POWERS 4-5
8.1 Powers of Directors
8.2 Negotiability of Debt Obligations
8.3 Special Rights on Debt Obligations
8.4 Execution of Debt Obligations
9 GENERAL MEETINGS 5
9.1 General Meetings
9.2 Classification of General Meetings
9.3 Calling of Meetings
9.4 Notice of General Meetings
9.5 Waiver of Notice
9.6 Notice of Special Business At General Meeting
10 PROCEEDINGS 5-7
10.1 Special Business
10.2 Quorum
10.3 Requirement of Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Adjournments
10.7 Decisions by Show of Hands or Pol;
10.8 Resolution Need Not be Seconded
10.9 Casting Vote
10.10 Manner of Taking Poll
10.11 Splitting Votes
10.12 Demand for Poll
10.13 Demand for Poll Not to Prevent Continuance of
Meeting
11 VOTES OF MEMBERS 7-9
11.1 Number of Votes Per Share or Member
11.2 Votes by Joint Holders
11.3 Representative of a Corporate Member
11.4 Appointment by Proxyholders
11.5 Execution of Proxy Instrument
11.6 Qualification of Proxyholder
11.7 Deposit of Proxy
11.8 Validity of Proxy Vote
11.9 Form Proxy
12 DIRECTORS 9
12.1 General Authority
12.2 Number of Directors
12.3 Share Qualification of Directors
12.4 Remuneration and Expenses of Directors
12.5 Right to Office and Contract with Company
12.6 Director Acting in Professional Capacity
12.7 Alternate Directors
13 RETIREMENT AND ELECTION OF DIRECTORS 10
13.1 Election and Retirement
13.2 Appointments and Elections
13.3 Filing a Casual Vacancy
14 PROCEEDINGS OF DIRECTORS 10-12
14.1 Meetings - Quorum- Chairman
14.2 Call and Notice of Meetings
14.3 Meetings by Conference Telephone
14.4 Competence of Quorum
14.5 Appointment of Executive Committee
14.6 Executive Committee Authority
14.7 Other Committees
14.8 Validity of Meeting Where Directorship
Deficient
14.9 Majority Rule and Casting Vote
14.10 Resolution in Writing
15 OFFICERS 12
15.1 President and Secretary Required
15.2 Directors Authority to Appoint
16 EXECUTION OF DOCUMENTS 12
16.3 Seal Optional
16.4 Official Seal
16.5 Affixing of Seal to Documents
17. DIVIDENDS 13
17.6 Declaration of Dividends
17.7 Dividend Bears No Interest
17.8 Payment in Specie and Fractional Interests
17.9 Capitalization
17.10 Payment of Dividends
18. ACCOUNTING RECORDS 13
18.1 Accounts to be Kept
18.2 Location of Accounts
18.3 Inspection of Accounts
19. NOTICES
1 19.1 Method of Giving Notice
19.2 Notice to Joint Holders
19.3 Notice to Personal Representatives
19.4 Date Notice Deemed Efective
19.5 Computation of Notice
19.6 Persons to Receive Notice
20. INDEMNIFICATION AND PROTECTION OF DIRECTORS,
OFFICERS, EMPLOYEES AND CERTAIN AGENTS 14-15
20.1 Party to Legal Proceedings
20.2 Officers - Employees, - Agents
20.3 Non-Compliance Does Not Invalidate Indemnity
20.4 Company May Purchase Insurance
20.5 Company Act Restrictions Apply-Invalid
Provisions severable
21 PROHIBITIONS 15
21.1 Transfer Restricted
21.2 Membership Restricted
21.3 Public Offering Prohibited
22 RESTRICTIONS ON SHARE TRANSFERS 16-17
22.1 Directors May Decline to Approve Transfer
22.2 Offer to Other Members
COMPANY ACT
ARTICLES
OF
ONEWORLD HOTEL DESTINATION SERVICE INC.
PART ARTICLE SUBJECT PAGE
1 INTERPRETATION 1
1.1 Definition
1.2 Construction of Words
1.3 Construction of Words
1.4 Company Act Definitions Applicable
2 SHARES AND SHARE CERTIFICATES 1-2
2.1 Forms of Certificate
2.2 Member entitled to Certificate
2.3 Replacement of Los or Defaced Certificate
2.4 Consolidation of Certificates
2.5 Fee for Certificates
2.6 Recognition of Trusts
3 ALLOTMENT AND ISSUE OF SHARES 2-3
3.1 Directors Authorized
3.2 Commissions and Brokerage
4 SHARE TRANSFERS 3
4.1 Transferability and Instrument of Transfer
4.2 Submission of Instruments of Transfer
4.3 Authority in Instrument of Transfer
4.4 Enquiry as to Title not Required
4.5 Transfer Fee
4.6 Branch Registers
5 TRANSMISSION OF SHARES 3
5.1 Personal Representative Recognized on
Death and Persons in Representative
Capacity
6 ALTERATION OF CAPITAL 4
6.1 Ordinary Resolution Required
7 PURCHASE OF SHARES
7.1 Company Authorized to Purchase its Shares
8 BORROWING POWERS 4-5
8.1 Powers of Directors
8.2 Negotiability of Debt Obligations
8.3 Special Rights on Debt Obligations
8.4 Execution of Debt Obligations
9 GENERAL MEETINGS 5
9.1 General Meetings
9.2 Classification of General Meetings
9.3 Calling of Meetings
9.4 Notice of General Meetings
9.5 Waiver of Notice
9.6 Notice of Special Business At General Meeting
10 PROCEEDINGS 5-7
10.1 Special Business
10.2 Quorum
10.3 Requirement of Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Adjournments
10.7 Decisions by Show of Hands or Pol;
10.8 Resolution Need Not be Seconded
10.9 Casting Vote
10.10 Manner of Taking Poll
10.11 Splitting Votes
10.12 Demand for Poll
10.13 Demand for Poll Not to Prevent Continuance of
Meeting
11 VOTES OF MEMBERS 7-9
11.1 Number of Votes Per Share or Member
11.2 Votes by Joint Holders
11.3 Representative of a Corporate Member
11.4 Appointment by Proxyholders
11.5 Execution of Proxy Instrument
11.6 Qualification of Proxyholder
11.7 Deposit of Proxy
11.8 Validity of Proxy Vote
11.9 Form Proxy
12 DIRECTORS 9
12.1 General Authority
12.2 Number of Directors
12.3 Share Qualification of Directors
12.4 Remuneration and Expenses of Directors
12.5 Right to Office and Contract with Company
12.6 Director Acting in Professional Capacity
12.7 Alternate Directors
13 RETIREMENT AND ELECTION OF DIRECTORS 10
13.1 Election and Retirement
13.2 Appointments and Elections
13.3 Filing a Casual Vacancy
14 PROCEEDINGS OF DIRECTORS 10-12
14.1 Meetings - Quorum- Chairman
14.2 Call and Notice of Meetings
14.3 Meetings by Conference Telephone
14.4 Competence of Quorum
14.5 Appointment of Executive Committee
14.6 Executive Committee Authority
14.7 Other Committees
14.8 Validity of Meeting Where Directorship
Deficient
14.9 Majority Rule and Casting Vote
14.10 Resolution in Writing
15 OFFICERS 12
15.1 President and Secretary Required
15.2 Directors Authority to Appoint
16 EXECUTION OF DOCUMENTS 12
16.3 Seal Optional
16.4 Official Seal
16.5 Affixing of Seal to Documents
17. DIVIDENDS 13
17.6 Declaration of Dividends
17.7 Dividend Bears No Interest
17.8 Payment in Specie and Fractional Interests
17.9 Capitalization
17.10 Payment of Dividends
18. ACCOUNTING RECORDS 13
18.1 Accounts to be Kept
18.2 Location of Accounts
18.3 Inspection of Accounts
19. NOTICES
1 19.1 Method of Giving Notice
19.2 Notice to Joint Holders
19.3 Notice to Personal Representatives
19.4 Date Notice Deemed Efective
19.5 Computation of Notice
19.6 Persons to Receive Notice
20. INDEMNIFICATION AND PROTECTION OF DIRECTORS,
OFFICERS, EMPLOYEES AND CERTAIN AGENTS 14-15
20.1 Party to Legal Proceedings
20.2 Officers - Employees, - Agents
20.3 Non-Compliance Does Not Invalidate Indemnity
20.4 Company May Purchase Insurance
20.5 Company Act Restrictions Apply-Invalid
Provisions severable
21 PROHIBITIONS 15
21.1 Transfer Restricted
21.2 Membership Restricted
21.3 Public Offering Prohibited
22 RESTRICTIONS ON SHARE TRANSFERS 16-17
22.1 Directors May Decline to Approve Transfer
22.2 Offer to Other Members
COMPANY ACT
ARTICLES
Of
ONEWORLD HOTEL DESTINATION SERVICE INC.
PART 1 - INTERPRETATION
1.1 Definition. In these Articles, unless the context otherwise
requires:
(a) "Board of Directors" or "Board" or "the directors" means the
directors or the sole director of the Company for the time being;
(b) "Company Act" means the Company Act of the Province of British
Columbia from time to time in force and all amendments thererto and
includes all regulations and amendments thereto made pursuant to that
Act;
(c) "registered address" of a member means his address as recorded in
the register of members to be kept pursuant to the Company Act;
(d) "registered address" of a director means his address as recorded
in the register of directors to be kept pursuant to the Company Act.
1.2 Construction of Words. Expressions referring to writing shall be
construed as including references to printing, lithography,
typewriting, photography and other modes of representing or reproducing
words in a visible form.
1.3 Construction of Words. Words importing the singular include the
plural and vice versa, and words importing a male person include a
female person and a corporation.
1.4 Company Act Definition Applicable. The definitions contained in
the Company Act shall, with the necessary changes and so far as
applicable, apply to these Articles.
PART 2 - SHARES AND SHARE CERTIFICATES
2.1 Form of Certificates. Every share certificate issued by the
Company shall be in such form as the directors approve and shall comply
with the Company Act.
2.2 Member entitled to Certificate. Any share certificate may be
mailed by registered mail, postage prepaid, to the member entitled
thereto at his registered address and the Company shall not be liable
for any loss occasioned to the member if that share is lost or stolen.
In respect of a share held jointly by several persons, delivery of a
certificate for that share to one of several joint holders or to his
duly authorized agent shall be sufficient delivery to all.
2.3 Replacement of Los or Defaced Certificate. If a share
certificate:
(a) is worn out or defaced, the directors may, upon production to
them of that certificate and upon such other terms, if any, as they may
think fit, order the certificate to be cancelled and may issue a new
certificate in lieu thereof;
(b) is lost, stolen or destroyed, then upon proof thereof, to the
satisfaction of the directors, and upon such indemnity and security
therefore, if any, as the directors deem adequate being given, a new
share certificate in place, thereof shall be issued to the person
entitled to the lost, stolen or destroyed certificate;
(c) represents more than one share and the registered owner thereof
surrenders it to the Company with a written request that the Company
issue, registered in his name, two or more certificates each
representing a specified number of shares and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Company shall cancel the certificate so surrendered
and issue in place thereof certificates in accordance with the request.
2.4 Consolidation of Certificates. If two or more certificates are
surrendered by the registered owner thereof to the Company together
with a written request that the Company issue one certificate
registered in his name representing the aggregate of the shares
represented by the certificates so surrendered, the Company shall
cancel the certificates so surrendered and issued in place thereof one
certificate in accordance with the request.
2.5 Fee for Certificates. There shall be paid to the Company in
respect of the issue of any certificate pursuant to Articles 2.3 or 2.4
hereof such sum, if any as the directors may from time to time
prescribe.
2.6 Recognition of Trusts. Except as required by law or statute or
these Articles, no person shall be recognized by the Company as holding
any share upon any trust and the Company shall not be bound by or
completed in any way to recognize (even when having notice thereof) any
equitable , contingent, future or partial interest in any share or any
interest in any fractional part of a share or (except only as by law or
statue or these Articles provided or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an
absolute right to the entirety thereof in the member.
PART 3 - ALLOTMENT AND ISSUE OF SHARES
3.1 Directors Authorized. Subject to the requirements of the Company
Act with respect to pro rata offerings (if applicable) and otherwise
and subject to any direction to the contrary contained in a resolution
passed at a general meeting authorizing any increase of capital, the
allotment and issue of shares, whether in the original or any increased
capital of the Company, shall e under the control of the directors who
may allot, otherwise dispose of or grant options on shares authorized
but not yet allotted at any time, to any person including a director,
in the manner, upon the terms and conditions and at the price or for
the consideration as the directors, in their absolute discretion, may
determine.
3.2 Commissions and Brokerage. The directors may pay a commission or
allow a discount to any person in consideration of his subscribing or
agreeing to subscribe, whether absolutely or conditionally, for any
shares in the Company or procuring or agreeing to procure
subscriptions, whether absolutely or conditionally, for any shares in
the Company, provided that the rate of the commission or discount shall
not in the aggregate exceed 25% of the subscription price of those
shares or an amount equivalent to that percentage. The directors may
also pay such brokerage as may be lawful.
PART 4 - SHARE EXCHANGE
4.1 Transferability and Instrument of Transfer. Subject to the
restrictions, if any, set forth in these Articles, any member may
transfer his shares by instrument in writing executed by or on behalf
of that member and delivered to the Company or its transfer agent. The
instrument of transfer of any share of the Company shall be in the
form, if any, provided on the back of the Company's form of share
certificate or in any other form which the directors may approve. If
the directors so require, each instrument of transfer shall be in
respect of only one class of share.
4.2 Submission of Instruments of Transfer. Every instrument of
transfer shall be executed by the transferor and left at the registered
office of the Company or at the office of its transfer agent or
registrar for registration, together with the share certificate for the
shares to be transferred and such other evidence, if any, as the
directors or the transfer agent or registrar may require to prove the
title of the transferor or his right to transfer the shares. All
instruments of transfer where the transfer is registered shall be
retained by the Company or its transfer agent or registrar and any
instrument of transfer, where the transfer is not registered, shall be
returned to the person depositing it together with the share
certificate which accompanied it when tendered for registration.
4.3 Authority in Instrument of Transfer. The signature of a member or
of his duly authorized attorney on the instrument of transfer
constitutes an authority to the Company to register the shares
specified in the instrument of transfer in the name of the person name
d in that instrument of transfer as transferee or if no person is so
named, then in any name designated in writing by the person depositing
the share certificate and the instrument of transfer with the Company
or its transfer agent or registrar.
4.4 Enquiry as to Title not Required. Neither the Company nor any of
its directors, officers or agents shall be bound to enquire into any
title of the transferee of any shares to be transferred and none of
them shall be liable to any person for registering the transfer.
4.5 Transfer Fee. There shall be paid to the Company in respect of
the registration of any transfer such sum, if any, as the directors may
from time to time prescribe.
4.6 Branch Registers. The Company, if a reporting company, may keep
outside the Province of British Columbia branch registers of members.
PART 5 - TRANSMISSION OF SHARES
5.1 Personal Representative Recognized on Death and Persons in
Representative Capacity. Where there are joint members in respect of a
share and in the case of the death or bankruptcy of one of the joint
members, the legal personal representative of the deceased or the
trustee in bankruptcy of the bankrupt member, as the case may be, and
the surviving joint member shall be the only persons recognized by the
Company as having any title to or interest in the shares so held
jointly.
PART 6 - ALTERATION OF CAPITAL
6.1 Ordinary Resolution Required. The Company may by ordinary
resolution amend its memorandum to increase the share capital of the
Company by:
(a) creating shares with par value or shares without par value, or
both;
(b) increasing the number of shares with par value or shares without
par value, or both;
Or
(c) increasing the par value of a class of shares with par value, if
no shares of that class are issued.
PART 7 - PURCHASE OF SHARES
7.1 Company Authorized to Purchase its Shares. Subject to the
provisions of the Company Act with respect to pro rata purchase and to
the special rights and restrictions attached to any class of share, the
Company may, by a resolution of the directors purchase any of the its
shares at the price and upon the terms specified in that resolution.
The Company may, by a resolution of the directors, sell any of its
shares so purchased at the price and upon the terms specified in that
resolution. The Company may, by a resolution of the directors,
surrender by way of gift any of its shares purchased by the Company.
PART 8 - BORROWING POWERS
8.1 Powers of Directors. The directors may from time to time at their
discretion authorize the Company to:
(a) borrow any sum of money;
(b) guarantee the repayment of any sum of money borrowed by any person
or corporation; and
(c) guarantee the performance of any obligation of any person or
corporation;
And may raise or secure the repayment of any sum of money so borrowed
or guaranteed or any obligation so guaranteed in any manner and upon
any terms and conditions as they may think fit and in particular and
without limiting the generality of the foregoing by the issue of bonds,
debentures or other debt obligations or by the granting of any
mortgages or other security on the undertaking of the whole or any part
of the property of the Company, both present and future.
8.2 Negotiability of Debt Obligations. The directors may make any
bonds, debentures or other debt obligations issued by the Company but
their terms assignable free from any equities between the Company and
the person to whom they may be issued or any other person who lawfully
acquires them by assignment, purchase or otherwise.
8.3 Special Rights on Debt Obligations. The directors may authorize
the issue of any bonds, debentures or other debt obligations of the
Company at a discount, premium or otherwise and with special or other
rights or privileges as to redemption, surrender, drawings, allotment
of or conversion into or exchange for shares, attending at general
meetings of the Company and otherwise as the directors may determine at
or before the time of issue.
8.4 Execution of Debt Obligations. If the directors so authorize or
if any instrument under which any bonds, debentures or other debt
obligations of the Company are issued so provides any bonds, debentures
and other debt obligations of the Company, instead of being manually
signed by the directors or officers authorized in that behalf, may have
the facsimile signatures of those directors or officers printed or
otherwise mechanically reproduced thereon and in either case shall be
as valid as if signed manually and every bond, debenture or other debt
obligation so bearing facsimile signatures of directors or officers of
the Company shall be manually signed, countersigned or certified by or
on behalf of a registrar, branch registrar, transfer agent or branch
transfer agent of the Company duly authorized by the directors or the
instrument under which such bonds, debentures or other debt obligations
are issued so to do. Notwithstanding that any person whose facsimile
signature is so used shall have ceased to hold the office that he is
stated on any bond, debenture or other debt obligation to hold at the
date of the actual issue thereof that bond, debenture or other debt
obligation shall be valid and binding on the Company.
PART 9 - GENERAL MEETINGS
9.1 General Meetings. Every general meeting shall be held at such
time and place as the directors may determine.
9.2 Classification of General Meetings. Every general meeting, other
than an annual general meeting, shall be called an extraordinary
general meeting.
9.3 Calling of Meetings. The directors may whenever they think fit
convene an extraordinary general meeting.
9.4 Notice of General Meetings. Notice of a general meeting shall
specify the time and place of the meeting and in case of special
business the general nature of that business. The accidental omission
to give notice of any meeting to or the non-receipt of any such notice
by any person as may be law or under these Articles be entitled to that
notice shall not invalidate any proceedings at that meeting.
9.5 Waiver of Notice. Members entitled to notice of a general meeting
may waive the requirement of notice convening the meeting by unanimous
consent in writing and may do so before, during or after the meeting.
9.6 Notice of Special Business At General Meeting. If any special
business includes the presenting, considering, approving, ratifying or
authorizing the execution of any document, then the portion of any
notice relating to that document is sufficient if it states that a copy
of the document or proposed document is or will be available for
inspection by members at a place in the Province of British Columbia
specified in that notice during business hours in any working day or
days prior to the date of the meeting.
PART 10 - PROCEEDINGS AT GENERAL MEETINGS
10.1 Special Business. All business at a general meeting shall be
deemed to be special business except the consideration of the financial
statements and the reports of the directors and auditors, the election
of directors, the appointment of the auditors and much other business
as under these Articles ought to be transacted at an annual general
meeting or any business which is brought under consideration by the
report of the directors.
10.2 Quorum. Save as provided in Article 10.4, a quorum for a general
meeting shall be two individuals who are members, proxy holders
representing members or duly authorized representatives of corporate
members personally present and representing shares aggregating not less
than 10% of the issued shares of the Company entitled to be voted at
that meeting.
10.3 Requirement of Quorum. No business other than the election of a
chairman and the adjournment or termination of the meeting shall be
transacted at any general meeting unless a quorum is present at the
commencement of the meeting but the quorum need not be present
throughout the meeting.
10.4 Lack of Quorum. If within 1/2 hour from the time appointed for a
meeting a quorum is not present, the meeting:
(a) if convened by requisition of the members, shall be terminated;
and
(b) in any other case, unless the meeting shall be terminated, shall
stand adjourned to the same day in the next week at the same time and
place.
If at the adjourned meeting a quorum is not present within 1/2 hour from
the time appointed, the member or members present in person, by proxy
or by authorized representative shall be a quorum.
10.5 Chairman. The Chairman of the Board, if any, or in his absence
the President shall be entitled to act as chairman at every general
meeting. If at any general meeting the Chairman of the Board, if any,
and the President are not present within 15 minutes after the time
appointed for holding the meeting or if neither is willing to act as
chairman, the directors present shall choose one of their number to act
as chairman. If no director is present or if all the directors present
decline to act as chairman or shall fail to so choose, the persons
present shall choose one of their number to act as chairman.
10.6 Adjournments. The chairman of the meeting may, with the consent
of any meeting at which a quorum is present and shall, if so directed
by the meeting, adjourn the meeting from time to time and from place to
place. No business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the
adjournment took place. If a meeting is adjourned for 30 days or more,
notice of the adjourned meeting shall be given as in the case of a
general meeting. Save as aforesaid it shall not be necessary to give
nay notice of an adjourned meeting or of the business to be transacted
at any adjourned meeting.
10.7 Decisions by Show of Hands or Poll. Every question submitted to
a general meeting shall be decided on a show of hands unless a poll is,
before or on the declaration of the result of the show of hands,
directed by the chairman or demanded by a member entitled to vote who
is present in person, by proxy or by authorized representative. The
chairman shall declare to the meeting the decision shall be entered in
the minute book of the Company. A declaration by the chairman that a
resolution has been carried or carried unanimously or by a particular
majority or lost or not carried by a particular majority and an entry
to that effect in the minute book of the Company shall be conclusive
evidence of the fact without proof of the number or proportion of the
votes recorded in favor of or against that resolution.
10.8 Resolution Need Not be Seconded. No resolution proposed at a
meeting need be seconded and the chairman of nay meeting shall be
entitled to move or second a resolution.
10.9 Casting Vote. In case of an equity of votes upon a resolution,
the chairman shall not, either on a show of hands or on a poll, have a
casting vote in addition to the vote or votes to which he may be
entitled as a member.
10.10 Manner of Taking Poll. Subject to Article 10.12, if a poll is
duly demanded it shall be taken at once or in the manner and at the
time, within seven days from the date of the meeting, and place as the
chairman of the meeting shall direct. The result of the poll shall be
deemed to be the resolution of the meeting at which the poll was
demanded. A demand for a poll may be withdrawn. In the case of any
dispute as to the admission or rejection of a vote the chairman shall
conclusively determine whether the vote shall be admitted or rejected.
10.11 Splitting Votes. On a poll a member entitled to more than one
vote need not, if he votes, use all his votes or cast all the votes he
uses in the same way.
10.12 Demand for Poll. A poll demanded on a question of adjournment
shall be taken at the meeting without adjournment.
10.13 Demand for Poll Not to Prevent Continuance of Meeting. The
demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll
has been demanded.
Part 11 - VOTES OF MEMBERS
11.1 Number of Votes Per Share or Member. Subject to any special
rights or restrictions for the time being attached to any share
contained herein or in the Memorandum of the Company, on a show of
hands every member present in person, by proxy or by authorized
representative shall have one vote and on a poll every member entitled
to vote on that poll shall have one vote for every share he holds.
11.2 Votes by Joint Holders. Where there are joint members registered
in respect of any share, any one of the joint members may vote at any
meeting in person, by proxy or by authorized representative in respect
of the share as if he were solely entitled to it. If more than one of
the joint members is present at any meeting in person, by proxy or by
authorized representative, the joint member so present whose name
stands first on the register of members in respect of the share shall
alone be entitled to vote in respect of that share. For the purpose of
this Article 11.2, several executors or administrators of a deceased
member in whose sole name any share stands shall be deemed joint
members.
11.3 Representative of a Corporate Member. A corporation, not being a
subsidiary, that is a member may vote by its proxy holder or by its
duly authorized representative who is entitled to speak and vote and in
all other respects exercise the rights of a member.
11.4 Appointment of Proxyholders. A member holding more than one
share in respect of which he is entitled to vote shall be entitled to
appoint one or more proxyholders to attend, act and vote for him at the
same general meeting and in so doing he shall specify the number of
shares that each proxyholder shall be entitled to vote.
11.5 Execution of Proxy Instrument. A proxy or an instrument
appointing a duly authorized representative of a corporation shall be
in writing under the hand of the appointor or of his attorney or, if
the appointor is a corporation, under the hand of a duly authorized
officer or attorney of that corporation.
11.6 Qualification of Proxyholder. Any person of full age may act as
proxyholder whether or not he is entitled on his own behalf to be
present and to vote at the meeting at which he acts as proxyholder.
The proxy may authorize the person so appointed to act as proxyholder
for the appointor for the period, at any meeting or meetings and to the
extent permitted by the Company Act.
11.7 Deposit of Proxy. A proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified
copy thereof shall be deposited at the registered office of the Company
or at such other place as is specified for that purpose in the notice
calling the meeting not less than 48 hours before the time for holding
the meeting at which the person named in the proxy proposes to vote or
shall be deposited with the chairman prior to the commencement of the
meeting. In addition to any other method of depositing proxies
provided for in these Articles the directors may from time to time make
regulations:
(a) permitting the depositing of proxies at some place or places other
than the place at which a meeting or adjourned meeting of members is to
be held;
(b) providing the particulars of those proxies to be cabled or
telegraphed or sent in writing before a meeting or an adjourned meeting
to the Company or any agent of the Company for the purpose of receiving
those particulars; and
(c) providing that particulars of those proxies may be voted as though
the proxies themselves were produced to the chairman of the meeting or
of the adjourned meeting as required by this Article 11.7.
11.8 Validity of Proxy Vote. A vote given in accordance with the
terms of a proxy shall be valid notwithstanding the previous death,
bankruptcy or insanity of the member or revocation of the proxy or of
the authority under which the proxy was executed or the transfer of the
share in respect of which the proxy is given, provided that prior to
the meeting no notice in writing of the death, bankruptcy, insanity,
revocation or transfer as aforesaid shall have been received at the
register4ed office of the Company or by the chairman of the meeting or
of the adjourned meeting at which the vote was given.
11.9 Form of Proxy. Unless in the circumstances the Company Act
requires any other form of proxy, a proxy appointing a proxyholder,
whether for a specified meeting or otherwise, shall be in the following
form or in any other form that the directors shall approve:
(Name of Company)
The undersigned hereby appoint _____________________________- of
____________________- or filing him ______________________________- of
___________________________ as proxyholder for the undersigned to
attend at and vote for and on behalf of the undersigned at the general
meeting of the Company to be held on the ___ day of _______-, 19__, and
at any adjournment of that meeting.
Signed this ____ day of ______________________, 19____.
___________________________________
(Signature of Member)
PART 12 - DIRECTORS
12.1 General Authority. Subject to these Articles the directors may
exercise all powers and do all acts and things as the Company is by the
Company Act, its Memorandum, these Articles or otherwise authorized to
exercise and do and which are not by these Articles, by statute or
otherwise lawfully directed or required to be exercised or done by the
Company by special resolution or ordinary resolution.
12.2 Number of Directors. The number of directors may be determined
by ordinary resolution. The number of directors may be changed from
time to time by ordinary resolution whether previous notice thereof has
been given or not. If at any time the Company becomes a reporting
Company the number of directors fixed pursuant to these Articles is les
than three, then the number of directors shall be deemed to have been
increased to three.
12.3 Share Qualification of Directors. A director shall not be
required to have any share qualification.
12.4 Remuneration and Expenses of Directors. The remuneration of the
directors as such may from time to time be determined by the directors.
Any remuneration of a director shall be in addition to any salary or
other remuneration paid to him as an officer or employee of the
Company. Every director shall be repaid such reasonable expenses as he
may incur in and about the business of the Company. Other than
remuneration for professional services described in Article 12.6
hereof, if any director shall perform any services for the Company that
in the opinion of the directors are outside the ordinary duties of a
director or if he shall be specifically occupied in or about the
Company's business other than as a director, he may be paid a
remuneration to be fixed by the directors. The remuneration so fixed
may be either in addition to or in substitution for any other
remuneration that he may be entitled to receive and the additional
remuneration shall be charged as part of ordinary working expenses of
the Company. Unless otherwise determined by ordinary resolution the
directors may pay a gratuity or pension or allowance on retirement to
any ordinary resolution the directors may pay a gratuity or pension or
allowance on retirement to any ordinary resolution the directors may
pay a gratuity or pension or allowance on retirement to any director
who has held any salaried office or place of profit with the Company,
to his spouse or to his dependants and they may also make any
contributions to any fun and pay premiums for the purchase or provision
of any gratuity, pension or allowance in respect of that director.
12.5 Right to Office and Contract with Company. A director may hold
any office or place of profit in the Company other than auditor, in
conjunction with his officer of director for the period and on such
terms as the directors may determine. Subject to compliance with the
Company Act, no director or intended director shall be disqualified by
his officer form contracting with the Company with regard to his tenure
of office or place of profit or as vendor, purchaser or otherwise.
12.6 Director Acting in Professional Capacity. Any director may act
by himself or his firm in a professional capacity for the Company and
he or his firm shall be entitled to remuneration for professional
services as if he were not a director.
12.7 Alternate Directors. Any director may from time to time appoint
any person who is approved by resolution of the directors to be his
alternate director provided that that approval shall not be required if
a director is appointed alternate director for another director. The
appointee, while he holds office as an alternate director, shall be
entitled to notice of meetings of the directors and, in the absence of
the director for whom he is an alternate, to attend and vote thereat as
a director and shall not be entitled to be remunerated otherwise than
out of the remuneration of the director appointing him. Any director
may make or revoke an appointment of his alternate director by notice
in writing, by telegram or by cable to be delivered or addressed,
postage or other charges by notice in writing, by telegram or by cable
to be delivered or addressed, postage or other charges prepaid, to the
registered office of the Company. A person may act as an alternate for
more than one director at any given time and a director may act as an
alternate director for any other director. No person shall act as an
alternate director unless he qualifies under the Company Act to act as
a director of the Company.
PART 13 - REITREMENT AND ELECTION OF DIRECTORS
13.1 Election and Retirement. The members may elect or appoint
directors at any tine and from time to time.
13.2 Appointments and Elections. At each annual general meeting all
the directors shall retire and the members shall elect or appoint a
Board of Directors consisting of the number of directors for the time
being fixed pursuant to these Articles. If the Company is not a
reporting company and in lieu of holding any annual general meeting all
the members entitled to attend and vote at that meeting consent in
writing to all the business required to be transacted at that meeting
including the election or appointment of directors, all the directors
in office prior to the effective date of that consent in writing shall
be deemed to have retired on that date. Any retiring director shall be
eligible for re-election or re-appointment.
13.3 Filling a Casual Vacancy. The directors may at any time and from
time to time appoint any person as a director to fill a casual vacancy
on the Board or a vacancy resulting from an increase of the number of
directors, except where the members have done so pursuant to Article
13.1
PART 14 - PROCEEDINGS OF DIRECTORS
14.1 Meetings - Quorum - Chairman. The directors may meet together at
such places as they think fit for the dispatch of business and may
adjourn and otherwise regulate their meetings and proceedings as they
think fit. The directors may from time to time fix the quorum
necessary for the transaction of business and unless so fixed the
quorum shall be a majority of the Board. The Chairman of the Board, if
any, or in his absence the President of the Company shall be entitled
to act as chairman of every meeting of the Board but if any meeting the
Chairman of the Board, if any, and the President shall not be represent
within 15 minutes after the time appointed for holding the meeting, or
if neither is willing to act as chairman, the directors present shall
choose one of their number to act a chairman. A director interested
shall be counted in an quorum notwithstanding his interest. An
alternate director who is entitled to attend a meeting of the directors
shall be counted in the quorum for that meeting.
14.2 Call and Notice of Meetings. A director may at any time and the
Secretary upon the written request of a director shall call a meeting
of the directors. Notice thereof specifying the time and place of that
meeting may be mailed, postage prepaid, addressed to each of the
directors at his registered address or may be given to each director
either personally or by leaving it at his usual business or residential
address, or by telegram, telex or other method of transmitting visually
recorded messages or by telephone. Notices shall be given at least 48
hours before the time appointed for holding the meeting or such lesser
time as may be reasonable under the circumstances. It shall not be
necessary to give to any director notice of a meeting of directors
immediately following a general meeting at which that director has been
elected or notice of a meeting of directors at which that director was
appointed. Accidental omission to give notice of a meeting of
directors to or the non-receipt of notice by any director shall not
invalidate the proceedings at that meeting.
14.3 Meetings by Conference Telephone. The directors or any committee
thereof may hold meetings by means of conference telephone or any other
communication facility whereby all persons participating in the meeting
can hear each other and make themselves heard, provided that all such
persons agree to such participation. Subject to the foregoing, a
meeting of the directors or any committee thereof shall be deemed to
have been held provided all participants have agreed at the
commencement thereof that such communication shall be considered to be
a meeting of the directors or a committee thereof, as the case may be.
A director participating in a meeting in accordance with this Article
shall be deemed to be present thereat and to have so agreed and shall
be counted in the quorum therefore and shall be entitled to speak and
vote thereat.
14.4 Competence of Quorum. A meeting of the directors at which a
quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions for the time being vested in or
exercisable by the directors.
14.5 Appointment of Executive Committee. The directors may from time
to time elect from their number an Executive Committee and may dissolve
or reconstitute the Executive Committee and make regulations in regard
thereto.
14.6 Executive Committee Authority. During intervals between meetings
of the directors the Executive Committee, if any, shall possess and may
exercise, subject to any restrictions, limitations or regulations
imposed by the directors, all the powers of the directors in the
management and direction of the operations of the Company, save and
except only those acts that are required by law to be performed by the
Board of Directors and shall exercise those powers in accordance with
specific directions given by the Board of Directors and in the absence
of any such direction, in the manner as the Executive Committee may
think fit6.
14.7 Other Committees. The directors may from time to time by
resolution constitute, dissolve or reconstitute standing committees and
other committees consisting of such persons as the directors may
determine. Every committee so constituted shall have the authorities,
powers and discretions which may be delegated to it by the directors
and shall act in accordance with regulations which the directors may
impose upon it.
14.8 Validity of Meeting Where Directorship Deficient. All acts done
by any director or by any member of a committee constituted by the
directors shall, notwithstanding that it is discovered afterwards that
there was some defect in the appointment of any person so acting or
that he was disqualified, be valid.
14.9 Majority Rule and Casting Vote. Questions arising at any meeting
of the directors shall be decided by a majority of votes. In case of
an equality of votes the chairman shall not have a casting vote.
14.10 Resolution in Writing. A resolution consented to in writing by
every director or every member of any committee constituted by the
directors shall be as valid as if it had been passed at a duly called
and held meeting of directors or of that committee, as the case may be.
The resolution may be in counterparts each consented to in writing by
one director or more than one director or one member or more than one
member of the committee, as the case may be, which together shall be
deemed to constitute one resolution.
PART 15 - OFFICERS
15.1 President and Secretary Required. The directors shall appoint or
elect a President and a Secretary and may appoint or elect such other
officers of the Company as they may think fit, none of whom other than
the Chairman of the Board, if any, and the President need be a
director.
15.2 Directors Authority to Appoint. The officers of the Company
shall be appointed or elected on such terms and conditions as the
directors may think fit.
PART 16 - EXECUTION OF DOCUMENTS
16.1 Seal Optional. The directors may provide a common seal for the
Company and may provide for its use. The directors shall have power to
destroy the common seal and may provide a new common seal.
16.2 Official Seal. The directors may provide for use in any other
province, state, territory or country an official seal which shall have
on its face the name of the province, state, territory or country where
it is be used.
16.3 Affixing of Seal to Documents. The directors shall provide for
the safe custody of each o the Company's seals, if any, which shall not
be affixed to any instrument except by the authority of a resolution of
the directors and by such person or persons as may be prescribed in and
by that resolution and the person or persons so prescribed shall sign
every instrument to which the seal of the Company is affixed in his or
their presence, provided that a resolution directing the general use of
the seal, if any, may at any time be passed by the directors and shall
apply to the use of that seal until countermanded by another resolution
of the directors. In the absence of any resolution so authorizing the
use of any seal, any seal of the Company may be affixed to any document
that requires the seal of the Company in the presence of all the
directors.
PART 17 - DIVIDENDS
17.1 Declaration of Dividends. The directors may declare dividends
and fix the date of record therefore and the date for payment thereof.
No date of record for any dividend shall precede the date of payment
thereof by more than the maximum number of days permitted by the
Company Act. No notice need be given of the declaration of any
dividend. If no valid date of record is fixed, the date of record
shall be deemed to be the same date as the date of payment of the
dividend.
17.2 Dividend Bears No Interest. No dividend shall bear interest
against the Company.
17.3 Payment in Specie and Fractional Interests. The directors may
direct payment of any dividend wholly or partly by the distribution of
specific assets or of paid-up shares or bonds, debentures or other debt
obligations of the Company or in any one or more of those ways and
where any difficulty arises in regard to the distribution the directors
may settle the same as they think fit. The directors may fix the value
for distribution of specific assets and may vest any of those specific
assets in trustees upon such trusts for the persons entitled thereto as
the directors think fit. Notwithstanding the foregoing, if any
dividend results in any member being entitled to a fraction of a share,
bond, debenture or other debt obligation of the Company, the directors
may pay that member in place of that fraction of a share, bond,
debenture or other debt obligation the cash equivalent thereof. The
directors may arrange through a fiscal agent or otherwise for the sale,
consolidation or other disposition of fractions of shares, bonds,
debentures or other debt obligations of the Company on behalf of
members entitled thereto.
17.4 Capitalization. Notwithstanding anything contained in these
Articles the directors may capitalize any retained or other amounts
available for distribution to the members of the Company.
17.5 Payment of Dividends. Any dividend payable in cash by the
Company may be paid by cheque or warrant mailed to the registered
address of the member or in the case of joint members to the registered
address of the joint member first named on the register of members or
to such person or to such address as any member may direct in writing.
Every cheque or warrant shall be made payable to the order of the
person to whom it is sent and in the case of joint members to those
joint members.
PART 18 - ACCOUNTING RECORDS
18.1 Accounts to be Kept. The directors shall cause accounting
records to be kept as necessary to record properly the financial
affairs and condition of the Company and to comply with the provisions
of statutes applicable to the Company.
18.2 Location of Accounts. The directors shall determine the place at
which the accounting records of the Company shall be kept and those
records shall be open to the inspection of any director during the
normal business hours of the Company.
18.3 Inspection of Accounts. Unless otherwise determined by ordinary
resolution no member as such shall have the right to inspect the
accounting records of the Company.
PART 19 - NOTICES
19.1 Method of Giving Notice. A notice may be given to any member or
director either personally or by sending it by mail, postage prepaid,
addressed to the member or director at his registered address.
19.2 Notice to Joint Holders. A notice may be given by the Company to
joint members in respect of a share registered in their names by giving
the notice to the joint member first name in the register of members in
respect of that share.
19.3 Notice to Personal Representatives. A notice may be given by the
Company to the person entitled to a share in consequence of the death
or bankruptcy of a member by sending it by mail, postage prepaid,
addressed to him by name or by the title of personal representative of
the deceased or trustee in bankruptcy of the bankrupt or by any like
description as the case may be, at the address, if any, supplied for
that purpose by the person claiming to be so entitled and until that
address has been so supplied any notice may be given by the Company in
any manner in which it might have been given if the death or bankruptcy
had not occurred and notice so given shall be sufficient notice to the
personal representative or the trustee in bankruptcy, as the case may
be.
19.4 Date Notice Deemed Effective. If a notice or document is sent by
mail, postage prepaid, service thereof shall be deemed to have been
effected on the day, Saturdays and holidays excepted, following the
date of mailing.
19.5 Computation of Notice. If a number of days' notice required to
be given, the day of service and the day of the meeting, act or event
shall not be counted in the number of days required. This Article 19.5
shall not apply to a notice calling a meeting of directors pursuant to
Article 14.2
19.6 Persons to Receive Notice. Notice of every general meeting shall
be given in the manner authorized by these Articles to:
(a) every member holding a share or shares carrying the right to vote
at that meeting on the record date or, if no record date was
established by the directors, on the date o the mailing;
(b) the personal representative of a deceased member if entitled to
notice by the Company Act;
(c) the trustee in bankruptcy of a bankrupt member if entitled to
notice by the Company Act; and
(d) the auditor.
No other person is entitled to receive notices of general meetings.
PART 20 - INDEMNIFICATION AND PROTECTION OF DIRECTORS OFFICERS,
EMPLYEES AND CERTAIN AGENTS
20.1 Party to Legal Proceedings. The Company shall indemnify a
director or former director of the Company and his heirs and personal
representatives and the directors may cause the Company to indemnify a
director or former director of a corporation of which the Company is or
was a shareholder and his heirs and personal representatives against
all costs, charges and expenses, including any amount paid to settle an
action or satisfy a judgment, actually and reasonable incurred by him
including any amount paid by him to settle an administrative action or
proceeding to which he is made a party by reason of his being or having
been a director of the Company or a director of that corporation,
including any action brought by the Company or that corporation. The
Company shall apply to the Court for all approvals of the Court which
may be required to make the indemnity herein effective and enforceable.
Every person on being elected or appointed a director shall be deemed
to have contracted with the Company on the terms of the foregoing
indemnity.
20.2 Officers - Employees - Agents. The directors may cause the
Company to indemnify any officer, employee or agent of the Company or
of a corporation of which the Company is or was a shareholder,
notwithstanding that he may also be a director, and his heirs and
personal representatives against all costs, charges and expenses
whatsoever incurred by him and resulting from his acting as an officer,
employee or agent of the Company or that corporation. In addition, the
Company shall indemnify the Secretary and any Assisted Secretary of the
Company, notwithstanding that any of them may also be a director and
their respective heirs and personal representatives against all costs,
charges and expenses whatsoever incurred by any of them and arising out
of the duties assigned to the Secretary by the Company Act or these
Articles and each person on being elected or appointed Secretary or
Assistant Secretary shall be deemed to have contracted with the Company
on the terms of the foregoing indemnity.
20.3 Non-Compliance Does Not Invalidate Indemnity. The failure of a
director or officer of the Company to comply with the Company Act, the
Memorandum of the Company or these Articles shall not invalidate any
indemnity to which he is entitled under this Part 20.
20.4 Company May Purchase Insurance. The directors may cause the
Company to purchase and maintain insurance for the benefit of any
person who is or was serving as a director, officer, employee or agent
of the Company or as a director, officer, employee or agent of any
corporation of which the Company is or was a shareholder and his heirs
and personal representatives against any liability incurred by him in
that capacity.
20.5 Company Act Restrictions Apply - Invalid Provisions Severable.
The provisions of this part 20 shall be subject in all respects to the
Company Act and if by reason thereof any of these Articles shall be
void, illegal or invalid the remaining provisions of these Articles
shall be construed and take effect as if that void, illegal or invalid
provision had never been contained herein.
PART 21 - PROHIBITIONS
21.1 Transfers Restricted. No transfer of shares shall be entered in
the register of members without prior approval of the directors.
21.2 Membership Restricted. The number of members of the Company at
any time exclusive of persons who are in the employment of the Company
and of persons who were members while in the employment of the Company
and continue to be members after the termination of their employment,
shall not exceed 50. For purposes of this article, two or more persons
holding one or more shares jointly shall be counted as a single
shareholder.
21.3 Public Offering Prohibited. The Company shall not offer shares,
bonds, debentures or debt obligations issued by it to the public for
subscription.
PART 22 - RESTRICTION ON SHARE TRANSFERS
22.1 Directors May Decline to Approve Transfer. Notwithstanding
anything contained in these Articles the directors may in their
absolute discretion decline to approve any transfer of shares and shall
not be required to disclose their reasons therefore.
22.2 Offer to Other Members. Subject to Article 22.1 shares in the
capital of the Company shall not be transferred except under the
following conditions:
(a) A person (herein called the "proposing transferor") desiring to
transfer any shares in the Company shall give notice in writing (herein
called the "transfer notice") to the Company that he desires to
transfer those shares. The transfer notice shall specify the price
which shall be expressed in lawful money of Canada and the terms of
payment upon which the proposing transferor is prepared to transfer
those shares and shall constitute the Company his agent for the sale
thereof to any member or members of the Company at the price and upon
the terms of payment so specified. The transfer notice shall also
state whether the proposing transferor has had an offer to purchase
those shares or any of them from or proposes to sell those shares or
any of them to any particular person or persons who are not members and
if so, the names and addresses of those persons shall be specified in
the transfer notice. The transfer notice shall constitute an offer by
the proposing transferor to the other members of the Company holding
shares in the class or classes included in the transfer notice and
shall not be revocable except with the sanction of the directors. If
the transfer notice pertains to shares of more than one class, then the
price and terms of payment for each class of shares shall be stated
separately in the transfer notice.
(b) The directors shall forthwith upon receipt of the transfer notice
transmit a copy of it to each member, other than the proposing
transferor, holding shares of the class or classes set forth in the
transfer notice and request that member to state in writing within 28
days from the date of the transfer notice whether he is willing to
purchase any of the shares offered in the transfer notice and if so,
the maximum number he is willing to purchase. A member shall only be
entitled to purchase shares of the class or classes of shares held by
him.
(c) Upon the expiration of the 28 day notice period provided in Article
22.2(b) if the directors shall have received from the members entitled
to receive the transfer notice sufficient acceptances to purchase all
the shares offered in the transfer notice, the directors shall
thereupon apportion those shares among the members so accepting pro
rata in proportion to the number of shares held by each of them
respectively and in the case of more than one class of shares, then pro
rata in respect of each class. If the directors shall not have
received sufficient acceptances to purchase all the shares offered in
the transfer notice they may , but only with the consent of the
proposing transferor who shall not be obliged to sell in the aggregate
less than all the shares offered in the transfer notice, apportion the
shares offered in the transfer notice among the members accepting pro
rata in proportion to the number of shares held by each of them
respectively but only up to the number of shares accepted by each of
them respectively. After an apportionment has been so made and upon
payment of the price for the shares apportioned, the proposing
transferor shall be bound to transfer those shares in accordance with
that apportionment and if he fails to do so the Company shall cause the
name of the purchasing members to be entered in the register of members
as the holders of those shares and shall cancel the share certificates
representing those shares whether they have been produced to the
Company or not. Payment to the Company of the purchase price shall be
sufficient payment by the purchasing member and entry of the transfer
in the register of members shall be conclusive evidence of the validity
of the transfer.
(d) The proposing transferor shall be at liberty for a period of 90
days after the expiration of the 28 day period provided in Article
22.2(b) to transfer to any person those shares offered in the transfer
notice which have not been apportioned to a member pursuant to Article
22.2(c, provided that he shall not sell any of them at a price less
than that specified in the transfer notice or on terms more favourable
to a purchaser than those specified in the transfer notice.
(e) The provisions as to transfer of shares contained in paragraphs
(a), (b) (c) and (d) of this Article 22.2 hall not apply:
(i) If before the proposed transfer of shares is made, consents
thereto are obtained from members holding all the issued shares of the
class of shares to be transferred or, where the shares to be
transferred comprise more than one class of shares, if consents thereto
are obtained from members of each class holding all the issued shares
of the class to be transferred; or
(ii) to a transfer of shares for the purpose of effecting the
appointment of a new trustee for the owner thereof if the Board is
satisfied that the transfer is for that purpose.
FULL NAME OF SUBSCRIBER
/s/Xxxxxxx Au
-----------------------
Xxxxxxx Au
Business man
Date: June 23, 1999
Schedule 1.01 - Certificate of Good Standing
I Hereby Certify that, according to the corporate register maintained by me,
ONEWORLD HOTEL DESTINATION SERVICE, INC. was incorporated as a company under
the laws of the Province of British Columbia, is a valid and existing company
and is, with respect to the filing of annual reports, in good standing.
Issued under my hand at Victoria, British Columbia
On February 2, 0000
/x/Xxx Xxxxxxxxx
Xxxxxxxxx of Companies
Provide of British Columbia
Canada
SEAL
Schedule 1.01 - Officer's Certificate
ONEWORLD HOTEL DESTINATION SERVICE, INC.
("ONEWORLD") & XXXXXXX AU
(The "Oneworld Stockholder")
OFFICER'S CERTIFICATE
I, the undersigned, a duly authorized officer and sole Stockholder of
ONEWORLD HOTEL DESTINATION SERVICE, INC., hereby certify that
a) No litigation, proceeding, investigating or inquiry is pending, or
to the best knowledge of ONEWORLD threatened, which might result in an
action to enjoin or prevent the consummation of the Contemplated
Transactions, or, to the extent not disclosed in the ONEWORLD
Schedules, by or against ONEWORLD, which might result in any material
adverse change in any of the assets, properties or operations of
ONEWORLD.
b) The conditions set forth in Sections 5.01, 5.04 and 5.05 have been
satisfied.
Executed this 29th day of January, 2009 at the City of Vancouver, British
Columbia.
ONEWORLD HOTEL DESTINATION SERVICE, INC.
/s/Xxxxxxx Au
---------------------------------
President/CEO
AND
/s/Xxxxxxx AU
----------------------------------
XXXXXXX AU
ONEWORLD Sole Stockholder
Schedule 1.01 - Indemnity Agreement
INDEMNITY AGREEMENT
ONEWORLD HOTEL DESTINATION SERVICE INC.
("ONEWORLD")
&
XXXXXXX AU ("ONEWORLD STOCKHOLDER")
To
GLOBALINK LTD.
("GLOBALINK")
ONEWORLD hereby agrees to indemnify GLOBALINK and each of the officers,
agents and directors of GLOBALINK as of the date of execution of the Share
Exchange Agreement against any loss, liability, claim, damage, or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing, or defending against any litigation,
commenced or threatened, or any claim whatsoever) "(Loss"), to which it or
they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentations made under Article 1 of the Share Exchange
Agreement. The indemnification provided for in this Agreement shall survive
the Closing and consummation of Contemplated Transactions and termination of
this Agreement for one (1) year following the Closing.
The ONEWORLD STOCKHOLDER agrees to indemnify GLOBALINK and each of the
officers, agents and directors of GLOBALINK as of the date of execution of
the Share Exchange Agreement against any Loss, to which it or they may become
subject arising out of or based on any inaccuracy appearing in or
misrepresentations made under Section 3.01 of the Share Exchange Agreement.
The indemnification provided for in this Agreement shall survive the Closing
and consummation of Contemplated Transactions and termination of this
Agreement for one (1) year following the Closing.
This Agreement is made this 29th day of January, the year 2009 at the City of
Vancouver, the Province of British Columbia.
/s/XXXXXXX AU
--------------------
XXXXXXX AU
CEO/Director
/s/XXXXXXX AU
--------------------
XXXXXXX AU
ONEWORLD STOCKHOLDER
Schedule 1.03
ONEWORLD
Subsidiaries and Predecessor Corporation
NIL
Schedule 1.04
ONEWORLD
Financial Statements
Schedule 1.09
ONEWORLD
Contracts
NIL
Schedule 2.01
GLOBALINK
Organization Documents
Attached are the following documents:
Certificate of Incorporation
Nevada Bylaws
Certificate of Good StandingOfficer's Certificate
CUSIP Certificate
Indemnity Agreement
Schedule 2.01 - Certificate of Incorporation
Xxxx Xxxxxx
Secretary of State
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxx 00000-0000
(000) 000 0000
Website: xxxxxxxxxxxxxxxx.xxx
Articles of Incorporation
(Pursuant to NRS 78)
Important: Read attached instructions before completing form
1. Name of Corporation: Globalink, Ltd.
2. Resident Agent Name and Street Address: Laughlin International
(must be a Nevada address where process -------------------------------------------
may be served) Name
0000 Xxxxx Xxxxxx Xxxxxx
-------------------------------------------
Xxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
-------------------------------------------
City State Zip Code
3. Shares: (number of shares corporation Number of shares
Corporation authorized to issue) with par value: 100,000,000 Par value $.001
-------------------------------------------
4. Names & Addresses, of Board of 1. Xxxxx Xxxxx
Directors/Trustees: (attach additional -------------------------------------------
page if there is more than 3 directors/ Name
trustees)
#000-000 Xxxx Xx. Xxxxxxxxx, X.X. X0X0X0
-------------------------------------------
Xxxxxx Xxxxxxx Xxxx Xxxxx Zip Code
2. Xxx Xxxx
-------------------------------------------
Name
#000-000 Xxxx Xx. Xxxxxxxxx, X.X. X0X0X0
-------------------------------------------
Xxxxxx Xxxxxxx Xxxx Xxxxx Zip Code
5. Purpose: (optional-see instructions) The purpose of this Corporation shall be:
To engage in all lawful business
6. Names & Addresses and Signature of Xxxx X. Xxxxxx /s/Xxxx X. Xxxxxx
Directors/Trustees: (attach additional -------------------------------------------
page if there is more than 1 Name Signature
incorporator)
0000 X. Xxxxxxxx Xxx Xxxxxxxxxx, XX 00000
-------------------------------------------
Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx
0. Certificate of Acceptance of I hereby accept appointment as Resident
Appointment of Resident of Agent. Agent for the above named corporation.
/s/Laughlin International February 2, 2006
-------------------------------------------
Authorized Signature of R.A. Date
Schedule 2.01 - Company Bylaws
BYLAWS OF
GLOBALINK, LTD.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1.01 Registered Office and Agent. The name of the registered agent
and the location of the registered office of the Corporation in the State of
Nevada shall be Xxxxxxxx Associates, Inc., 0000 X. Xxxxxx Xxxxxx, Xxxxxx
Xxxx, Xxxxxx 00000, and such information shall be filed in the appropriate
office of the State of Nevada pursuant to applicable provisions of law.
Section 1.02 Corporate Offices. The Corporation may have such corporate
offices within and outside the State of Nevada as the board of directors from
time to time may direct or the Corporation may require. The principal office
of the Corporation may be fixed and so designated from time to time by the
board of directors, but the location or residence of the Corporation in
Nevada shall be deemed for all purposes to be in the county in which its
principal office in Nevada is maintained. The location of the principal
office of the Corporation shall be #000, 000 Xxxx Xxxxxx, Xxxxxxxxx, X.X. X0X
0X0.
Section 1.03 Records. The Corporation shall keep correct and complete books
and records of account, minutes of proceedings of its shareholders and board
of directors, and such other or additional records as may be required by law.
The Corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, either within
or outside Nevada, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of the shares held by
each.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 2.01 Place of Meeting. All meetings of the shareholders shall be
held at the principal office of the Corporation, unless the board of
directors designates some other place either within or outside the State of
Nevada. Unless specifically prohibited by law any meeting may be held at any
place and at any time and for any purpose if consented to in writing by all
of the shareholders entitled to vote at such meeting.
Section 2.02 Annual Meetings. An annual meeting of shareholders shall be
held of the 1st day of June of each year, unless notified of an alternate
date in accordance with the provisions of these bylaws, at 3:00 p.m. for the
purpose of electing directors and for the transaction of such other business
as may properly come before it. If such day is a legal holiday, the meeting
shall be on the next business day.
Section 2.03 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president, secretary or by the board of directors, and shall be
called by the president at the request of holders of not
less than 10% of all the outstanding shares of the Corporation entitled to
vote at the meeting. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting.
Section 2.04 Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose for which the meeting is called, shall be delivered not less than ten
days nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the board of directors, the
president, the secretary, or the officer or person calling the meeting to
each shareholder of record entitled to vote at such meeting; except that, if
the authorized shares are to be increased at least thirty days' notice shall
be given.
Section 2.05 Fixing Record Date and Closing Transfer Books. The board of
directors may fix a date not less than ten nor more than fifty days prior to
any meeting as the record date for the purpose of determining shareholders
entitled to notice of and to vote at such meetings, of the shareholders. The
transfer books may be closed by the board of directors for a stated period
not to exceed fifty days for the purpose of determining shareholders entitled
to receive payment of any dividend or in order to make a determination of
shareholders for any other purpose. In the absence of any action by the
board of directors, the date upon which the board of directors adopts the
resolution declaring the dividend shall be the record date.
Section 2.06 Voting Lists. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of the shareholders, a complete record of the
shareholders entitled to vote at the meeting or any adjournment thereof,
arranged in alphabetical order with the address of, and the number of shares
held by each. The record, for a period of ten days before such meeting,
shall be kept on file at the principal office of the Corporation whether
within or outside the State f Nevada, and shall be subject to inspection by
any shareholder for any purpose germane to the meeting at any time during
normal business hours. Such record shall also be produced and kept open at
the time and place of any purpose germane to the meeting during the whole
time of the meeting. The original stock transfer book shall be prima facie
evidence as to the shareholders who are entitled to examine the record or
transfer books or to vote any meeting of shareholders.
Section 2.07 Quorum. The holders of a majority of the shares who are
entitled to vote at a shareholders meeting and who are present in person or
by proxy shall be necessary for and shall constitute a quorum for the
transaction of business at such meetings, except as otherwise provided by
statute, by the Certificate of Incorporation or these Bylaws. If a quorum is
not present or represented at a meeting of the shareholders, those present in
person or represented by proxy shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum is present or represented. At an adjourned meeting where a
quorum is present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 2.08 Majority Vote; Withdrawal of Quorum. When a quorum is present
at a meeting, the vote of the holders of a majority of the issued and
outstanding shares having voting power, present in person or represented by
proxy, shall decide any question brought before the meeting, unless the
question is one which, by express provision of the statutes, the Certificate
of Incorporation or these Bylaws, requires a higher vote in which case the
express provision shall govern. The shareholders present at a duly
constituted meeting may continue to transact business until adjournment,
despite the withdrawal of enough shareholders holding, in the aggregate,
issued and outstanding shares having voting power to leave less than a
quorum.
Section 2.09 Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
or her duly authorized attorney in fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided by
the proxy. Each proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.
Section 2.10 Voting. Each issued and outstanding share is entitled to its
respective vote and each fractional share is entitled to a corresponding
fractional vote on each matter submitted to a vote at a meeting of
shareholders. The vote of a majority of the shares voting on any matter at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders on the matter, unless the vote of a greater number is required
by law, the Certificate of Incorporation, or these Bylaws. Voting on all
matters except the election of directors shall be by voice or by show of
hands, unless the holders of one-tenth of the shares represented at the
meeting shall, prior to the voting on any matter, demand a ballot vote on
that particular matter.
(A) Neither treasury shares nor shares held by another Corporation if the
majority of the shares entitled to vote for the election of directors of such
other Corporation is held by the Corporation shall be voted at any meeting or
counted in determining the total number of issued and outstanding shares at
any given time.
(B) Shares standing in the name of another Corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the Bylaws of that
Corporation may prescribe, or, in the absence of such provision, as the board
of directors of that Corporation may determine.
(C) Shares held by an administrator, executor, guardian, or conservator may
be voted by him or her, either in person or by proxy, without the transfer of
such shares into his name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of the shares
into his or her name.
(D) Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer into his or her name if authority to do so is
contained in an appropriate order of the court by which the receiver was
appointed.
(E) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares transferred.
(F) Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be entitled to vote on any
matter and shall not be deemed issued and outstanding shares on and after the
date on which written notice of redemption has been mailed to shareholders
and a sum sufficient to redeem such shares has been deposited with a bank or
trust corporation with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of their
certificates.
Section 2.11 Action Without Meeting. Any action required by statute to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by holders
representing a majority of shares entitled to vote with respect to the
subject matter thereof and such consent shall have the same force and effect
as a unanimous vote of the shareholders. The consent may be in more than
one counterpart so long as each shareholder signs one of the counterparts.
The signed consent, or a signed copy shall be placed in the minutes book.
Section 2.12 Telephone and Similar Meetings. Shareholders may participate in
and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation is such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Section 2.13 Order of Business at Meetings. The order of business at annual
meetings and so far as practicable at other meetings of shareholders shall be
as follows unless changed by the board of directors: (a) call to order; (b)
proof of due notice of meeting; (c) determination of quorum and examination
of proxies: (d) announcement of availability of voting lists; (e)
announcement of distribution of annual statement; (f) reading and disposing
of minutes of last meeting of shareholders; (g) reports of officers and
committees; (h) reports of directors; (l) opening of polls for voting; (m)
recess; (n) reconvening, closing of polls; (o) report of voting inspectors;
(p) other business; and (q) adjournment.
ARTICLE IARTICLE III
BOARD OF DIRCTORS
Section 3.01 General Powers. The business and affairs of the Corporation
shall be managed by its board of directors. The directors shall in all cases
act as a board of directors, and they may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation as
they deem proper. Such rules and regulations may not be inconsistent with
these Bylaws, the Certificate of Incorporation, and the laws of Nevada.
Section 3.02. Number, Tenure and Qualifications. The number of directors
constituting the board of directors of this Corporation is five. The number
of directors of this Corporation shall not be less than five; except that
there need by only as many directors as there are shareholders in the event
that the issued and outstanding shares are held of record by fewer than three
shareholders. The directors shall be elected annually for a term of two
years by majority vote of the shareholders. A director must be at least
eighteen years of age but need not be a shareholder in the Corporation nor a
resident of the State of Nevada.
Section 3.03 Change in Number. The number of directors may be increased or
decreased from time to time by amendment to these Bylaws but no decrease
shall have the effect of shortening the term of any incumbent director. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.
Section 3.04 Election of Directors. The directors shall be elected at the
annual meeting of shareholders and those persons who receive the highest
number of votes shall be deemed to have been elected. Election of directors
shall be by ballot.
Section 3.05 Cumulative Voting. Directors shall be elected by majority
vote. Cumulative voting shall be permitted.
Section 3.06 Removal of Directors. A meeting called expressly for the
purpose of removing a director, the entire board of directors or any lessor
number may be removed, with or without cause, by a vote of the holders of the
majority of the shares then entitled to vote at an election of directors. If
any directors are so removed, new directors may be elected at the same
meeting.
Section 3.07 Resignation. Subject to Section 3.02, a director may resign at
any time by giving written notice to the board of directors, the president,
or the secretary of the Corporation and unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board
of directors or such officer, and the acceptance of the resignation shall not
be necessary to make it effective.
Section 3.08 Vacancies. A vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors remains. A director
elected to fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting of shareholders or at a special meeting of the shareholders called
for that purpose. A director chosen to fill a position resulting from an
increase in the number of directors shall holder office until his or her
successor(s) shall have been qualified.
Section 3.09 Compensation. By resolution of the board of directors,
compensation may be paid to directors for their services. Also by resolution
of the board of directors, a fixed sum and expenses for actual attendance at
each regular or special meeting of the board of directors may also be paid.
Nothing herein contained shall be construed to preclude any director form
serving the Corporation in any other capacity and receiving compensation
therefore. Members of the executive committee or of special or standing
committees may, by resolution of the board of directors, be allowed like
compensation for attending committee meetings.
Section 3.10 First Meeting. The first meeting of a newly elected board
shall be held without further notice immediately following the annual meeting
of shareholders, and it shall be a the same place, unless by unanimous
consent of the directors then electing and serving, the time or place is
changed.
Section 3.11 Regular Meetings. Regular meetings of the board of directors
may be held without notice at such time and place as shall from time to time
be determined by the board of directors.
Section 3.12 Special Meetings. Special meetings of the board of directors
may be called by the president on three days notice to each director, either
personally or by mail or by telegram. Special meetings shall be called in
like manner and on like notice on the written request of two directors.
Except as otherwise expressly provided by statute, the Certificate of
Incorporation or these Bylaws, neither the business to e transacted at, nor
the purpose of any special meeting need be specified in a notice or waiver of
notice.
Section 3.13 Quorum; Majority Vote. At meetings of the board of directors a
majority of the number of directors fixed by these Bylaws shall constitute a
quorum for the transaction business. The act of a majority of the directors
present at a meeting at which quorum is not present at a meeting at which
quorum is not present at a meeting of the board of directors, the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting until a quorum is present.
Section 3.14 Procedure. The board of directors shall keep regular minutes
of its proceedings. The minutes shall be placed in the minutes book of the
Corporation.
Section 3.15 Action Without Meeting. Any action required or permitted to be
taken at a meeting of the board of directors may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all
members of the board of directors. Such consent shall have the same force
and effect as a unanimous vote at a meeting. The signed consent, or a signed
copy, shall be placed in the minutes book. The consent may be in more than
one counterpart so long as each director signs once of the counterparts.
Section 3.16 Telephone and Similar Meetings. Directors may participate in
and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting in not lawfully called or convened.
Section 3.17 Interested Directors and Officers. No contract or transaction
between the Corporation and one or more of its directors or officers, or any
other corporation, firm, association, partnership or entity in which one or
more of its directors of officers are directors or officers or are
financially interested shall be either void or voidable solely because of
such relationship or interest or solely because such directors or officers
are present at the meeting of the board of directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction or
solely because their votes are counted for such purposes if:
(1) in fact of the common directorship or financial interest is disclosed to
or known by the board of directors or committee and noted in the minutes, and
the board or committee which authorizes, approves, or ratifies the contract
or transaction by a vote sufficient for the purpose without counting the
votes or consents of such interested directors; or
(2) the material facts of such relationship or financial interest is
disclosed to or known by the shareholders entitled to vote thereon and they
authorize, approve or ratify such contract or transaction in good faith by a
majority vote or written consent of shareholders holding a majority of the
shares the votes of the common or interested directors or officers shall be
counted in any such vote of shareholders; or
(3) the contract or transaction is fair and reasonable to the Corporation.
(B) common or interested director may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 4.01 Designation. The board of directors may from time to time, by
resolution adopted by a majority of the whole board, designate an executive
committee.
Section 4.01 Number; Qualification and Term. The executive committee shall
consist of one or more directors, one of whom shall be the president of the
executive committee. The executive committee shall serve at the pleasure of
the board of directors.
Section 4.03 Authority. The executive committee, to the extent provided in
such resolution, shall have and may exercise all of the authority of the
board of directors in the management of the business and affairs of the
Corporation, including authority over the use of the corporate seal.
However, the executive committee shall not have the authority of the board of
directors in reference to (a) amending the Certificate of Incorporation; (b)
approving a plan of merger or consolidation; (c) recommending to the
shareholders the sale, lease or exchange of all or substantially of the
property and assets for the corporation other than in the usual and regular
course of its business; (d) recommending to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof; (e) amending,
altering, or repealing these Bylaws or adopting new Bylaws; (f) filling
vacancies in or removing members of the board of directors or of any
committee appointed by the board of directors; (g) electing or removing
officers or members of any such committee; (h) fixing the compensation of any
member of such committee; (I) altering or repealing any resolution of the
board of directors which by its terms provides that it shall not be so
amendable or repealable; (j) declaring a dividend; or (k) authorizing the
issuance of shares of the Corporation.
Section 4.04 Change in Number. The number of executive committee members
may be increased or decreased from time to time by resolution adopted by a
majority of the board of directors.
Section 4.05 Removal. Any member of the executive committee may be removed
by the board of directors by the affirmative vote of the majority of the
board of directors, whenever in its judgement the best interests of the
Corporation will be served thereby.
Section 4.06 Vacancies. A vacancy occurring in the executive committee (by
death, resignation, removal or otherwise) may be filled by the board of
directors in the manner providing for original designation in Bylaw Section
4.01
Section 4.07 Resignation. A committee member may resign by giving written
notice to the board of directors, the president or the secretary of the
Corporation. The resignation shall take effect at the time specified in it,
or immediately if no time is specified. Unless it specifies otherwise, a
resignation takes effect without being accepted.
Section 4.08 Meetings. Time, place and notice (if any) of executive
committee meetings shall be determined by the executive committee.
Section 4.09 Quorum; Majority Vote. At meetings of the executive committee,
a majority of the number of members designated by the board of directors
shall constitute a quorum for the transaction of business. The act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of the executive committee, except as otherwise specifically
provided by statute, the Certificate of Incorporation or these Bylaws. If a
quorum is not present at a meeting of the executive committee, the members
present may adjourn the meeting from time to time, without notice other than
an announcement at the meeting, until a quorum is present.
Section 4.10 Compensation. By resolution of the board of directors,
compensation may be paid to members of the executive committee for their
services. Also by resolution of the board of directors, a fixed sum and
expenses for actual attendance at each regular or special meeting of the
executive committee may also be paid.
Section 4.11 Procedure. The executive committee shall keep regular minutes
of its proceedings and report the same to the board of directors when
required. The minutes of the proceedings of the executive committee shall be
placed in the minutes book of the Corporation.
Section 4.12 Action Without Meeting. Any action required or permitted to be
taken at a meeting of the executive committee may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all
the members of the executive committee. Such consent shall have the same
force and effect as a unanimous vote at a meeting. The signed consent, or a
signed copy, shall be placed in the minutes book.
Section 4.13 Telephone and Similar Meetings. Members of the executive
committee may participate in and hold a meeting by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not
lawfully called or convened.
Section 4.14 Responsibility. The designation of an executive committee and
the delegation of authority to it shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it, him
or her by law.
ARTICLE V
NOTICE
Section 5.01 Method. Whenever by statute, the Certificate of Incorporation,
these Bylaws or otherwise, notice is required to be given to a shareholder,
director or committee member, and no provision is made as to how the notice
shall be given, it shall not be construed to mean personal notice, but any
such notice may be given: (a) in writing, by United States mail, certified,
return receipt requested, postage prepaid, addressed to the shareholder,
director or committee member at the address appearing on the books of the
Corporation; or (b) in any other method permitted by law. Any notice required
or permitted to be given by mail shall be deemed given at the time when the
same is deposited in the United States mails.
Section 5.02 Waiver. Whenever by statute, the Certificate of Incorporation
or these Bylaws, notice is required to be given to a shareholder, committee
member or director, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in
such notice. Attendance at a meeting shall constitute a waiver of notice of
such meeting, except where a person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.
ARTICLE VI
OFFICERS AND AGENTS
Section 6.01 Number, Qualification; Election; Term.
(A) The Corporation shall have:
(1) a president, a vice president, a secretary and a treasurer; and
(2) such other officers (including a chairman of the board of directors and
additional Vice Presidents) and assistant officers and agents as the board of
directors may deem necessary.
(B) No officer or agent need be a shareholder, a director or a resident of
the state of incorporation.
(C) Officers named in Bylaw Section 6.01 (A) (1) shall be elected by the
board of directors on the expiration of an officer's term or whenever a
vacancy exists. Officers and agents named in Bylaw Section (A) (2) may be
elected by the Board of Directors at any meeting.
(D) Unless otherwise specified by the board of directors at the time of
election or appointment, or in an employment contract approved by the board
of directors, each officer's and agent's term shall end at the first meeting
of directors held after each annual meeting of the shareholders. He shall
serve until the end of his or her term, or if earlier, until his or her
death, resignation or removal. (E) Any two or more offices may be held by the
same person, except that the president and the secretary shall not be the
same person.
Section 6.02 Election and Term of Office. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of
the board of directors held after each annual meeting of the shareholders.
If the election officers shall not be held at such meeting, such election
shall be held as soon thereafter as convenient. Each officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
been removed in the manner hereinafter provided.
Section 6.03 Resignation. Any officer may resign at any time by delivering
a written resignation either to the board of directors, the president or the
secretary of the Corporation. The resignation shall take effect at the time
specified therein or immediately if no time is specified. Unless it
specifies otherwise, a resignation takes effect without being accepted.
Section 6.04 Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors, whenever, in its
judgment, the best interest of the Corporation will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.
Section 6.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or
otherwise, may be filled by the board of directors for the unexpired portion
of the term.
Section 6.06 Salaries and Compensation. The salaries or other compensation
of the officers of the Corporation shall be fixed from time to time by the
board of directors, except that the board of directors may delegate to nay
person or group of persons the duty of fixing salaries or other compensation
by reason of the fact that he or she is also a director of the Corporation.
Section 6.07 Surety Bonds. In the event the board of directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with such surety or sureties as the board
of directors may direct, conditioned upon the faithful performance of his or
her duties to the Corporation, including responsibility for negligence and
for the accounting for all property, monies, or securities of the Corporation
which may come into his or her hands.
Section 1.01 Section 6.08 President
(A) The president shall be the chief executive and administrative officer of
the Corporation.
(B) The president shall preside at all meetings of the shareholders, and, in
the absence of the chairman of the board of directors, at meetings of the
board of directors.
(C) The president shall exercise such duties as customarily pertain to the
office of the president and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officer.
(D) The president may appoint officers, agents, or employees other than those
appointed by the board of directors.
(E) The president may sign, execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations, and
shall perform such other duties as may be prescribed from time to time by the
board of directors or by the Bylaws.
Section 6.09 Vice President. The vice president(s) in the order of their
seniority, unless otherwise determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and have the
authority and powers as the board of directors may from time to time
prescribe or as the president may from time to time delegate.
Section 1.02 Section 6.10 Secretary
(A) The secretary shall keep the minutes of all meetings of the shareholders
and of the board of directors and, to the extent ordered by the board of
directors or the president, the minutes of all committees.
(B) The secretary shall cause notice to be given of meetings of shareholders,
of the board of directors, and of any committee appointed by the board of
directors.
(C) The secretary shall have custody of the corporate seal and general charge
of the records, documents and papers of the Corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director.
(D) secretary may sign or execute contracts with the president in the name
of the Corporation and affix the seal of the Corporation thereto.
(E) The secretary shall perform such other duties as may be prescribed from
time to time by the board of directors or the bylaws.
Section 6.11 Assistant Secretary. The assistant secretaries in the order of
their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
have the authority and exercise the powers of the secretary. They shall
perform other duties and have such other powers as the board of directors may
from time to time prescribe or as the president may from time to time
delegate.
Section 6.12 Treasurer.
(A) The treasurer shall have general custody of the collection and
disbursements of funds of the Corporation.
(B) The treasurer shall endorse on behalf of the Corporation for collection,
checks, notes and other obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or depositories as the board of
directors may direct.
(C) The treasurer may sign, for the president and other persons as may be
designated for the purpose by the board of directors, all bills of exchange
or promissory notes of the Corporation
(D) The treasurer shall enter or cause to be entered regularly in the books
of the Corporation a full and accurate account of all monies received and
paid by him or her on account of the Corporation; shall at all times exhibit
his or her books and accounts to any director of the corporation upon
application at the office of the Corporation during business hours; and,
whenever required by the board of directors or the president, shall render
statements of his or her accounts. The treasurer shall perform such other
duties as may be prescribed from time to time by the board of directors or by
the Bylaws.
(E) If the board of directors require, the treasurer shall give bond for the
faithful performance of his or her duties in such sum and with or without
such surety as shall be approved by the board of directors.
Section 6.13 Assistant Treasurer. The assistant treasurers in the order of
their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
have the authority and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe or the president may from time to
time delegate.
Section 6.14 Registered Agent. The Registered Agent shall serve as the
agent of the Corporation for purposes of receiving service of process or any
demand or notice authorized by law to be served on the Corporation.
Section 6.15 Other Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the board of directors or the
president.
Section 6.16 Delegation of Duties. If any officer of the Corporation is
absent or unable to act for any other reason the board of directors may deem
sufficient, the board of directors may delegate, for a period of time, some
or all of the function, duties, powers and
responsibilities of any officer to any other officer, agent or employee of
the Corporation or other responsible person, provided a majority of the whole
board of directors concurs therein.
ARTICLE VII
CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 7.01 Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of an on behalf of the Corporation and such
authority may be general or confined to specific instances.
Section 7.02 Loans. No loans or advances shall be contracted on behalf of
the Corporation; on negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated, or transferred as
security for the payment of any loan, advance, indebtedness or liability of
the Corporation unless and except as authorized by the board of directors.
Any such authorization may be general or confined to specific instances.
Section 7.03 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, rust companies or other depositories as the board of directors may
select, or as may be selected by an officer of agent authorized to do so by
the board of directors.
Section 7.04 Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements, and evidences of indebtedness of the Corporation shall be
signed by such officer or officers, or such agent or agents of the
Corporation and in such manner as the board of directors from time to time
may determine.
ARTICLE VIII
CAPITAL STOCK
Section 8.01 Certificates. Certificates representing shares of the
Corporation shall be issued, in such from as the board of directors shall be
issued, in such form as the board of directors shall determine, to every
shareholder for the fully paid shares owned by him. These certificates shall
be signed by the president and the secretary. They shall be consecutively
numbered or otherwise identified; and the name and address of the person to
whom they are issued, with the number of shares and the date of issue, shall
be entered on the stock transfer books of the Corporation.
Section 8.02 Issuance. Shares (both treasury and authorized but unissued)
may be issued for such consideration (not less than par value) and to such
persons as the board of directors may determine from time to time. Shares
may not be issued until the full amount of the consideration, fixed as
provided by law, has been paid.
Section 8.03 Payment of Shares.
(A) The consideration for the issuance of shares shall consist of money paid,
labor done (including the service actually performed for the Corporation) or
property (tangible or intangible) actually received. Neither promissory
notes nor the promise of future services shall constitute payment for shares.
(B) In the absence of fraud in the transaction, the judgment of the board
of directors as to the value of consideration received shall be conclusive.
(C) When consideration, fixed as provided by law, ahs been paid, the shares
shall be deemed to have been issued and shall be considered fully paid and
nonassessable.
(D) The consideration received for shares shall be allocated by the board of
directors, in accordance with law, between stated capital and capital surplus
accounts.
Section 8.04 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after
organization of the Corporation, shall be paid in full at such time or in
such installments and at such times as shall be determined by the board of
directors. Any call made by the board of directors for payment of
subscriptions shall be uniform as to all shares of the same series. In case
of default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due I the same manner as any
dept due the Corporation.
Section 8.05 Lien. For any indebtedness of a shareholder to the
Corporation, the Corporation shall have a first and prior lien on all
dividends or other distributions declared thereon.
Section 8.06 Lost, Stolen or Destroyed Certificates. The Corporation shall
issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate: (a) makes proof in
affidavit form that it has been lost, destroyed or wrongfully taken; (b)
requests the issuance of a new certificate before the Corporation has notice
that the certificate ahs been acquired by a purchaser for value in good faith
and without notice of an adverse claim; (c) gives a bond in such form, and
with such surety or sureties, with fixed or open penalty, as the Corporation
may direct, to indemnify the Corporation (and its transfer agent and
registrar, if any) against any claim that may be made on account of the
alleged loss, destruction or theft of the certificate; and (d) satisfies any
other reasonable requirements imposed by the Corporation. When a certificate
has been lost, apparently destroyed or wrongfully take, and the holder of
record fails to notify the Corporation within a reasonable time after he or
she has notice of it, and the Corporation registers a transfer of the shares
represented by the certificate before receiving such notification, the holder
of record is precluded from making any claim against the Corporation for the
transfer or for a new certificate.
Section 8.07 Registration of Transfer. The Corporation shall register the
transfer of a certificate for shares presented to it for transfer if: (a) the
certificate is properly endorsed by the registered owner or by his or her
duly authorized attorney; (b) the signature of such person has been notarized
and reasonable assurance is given that such endorsements are effective; (c)
the corporation has no notice of an adverse claim or has discharged any duty
to inquire into such a claim; (d) any applicable law relating to the
collection of taxes has been complied with; and (e) there is an opinion of
counsel satisfactory to counsel of the Corporation that such transfer is made
in accordance with all federal and state securities regulations.
Section 8.08 Registered Owner. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the
registered owner as the person exclusively entitled to vote, to receive
notices and otherwise to exercise all rights and powers of a shareholder.
Section 8.09 Transfer of Shares. Transfer of shares of the Corporation
shall be made only in the stock transfer books of the Corporation by the
holder of record thereof or by his or her legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney therein
authorized by power of attorney duly executed and filed with the secretary of
the Corporation and on surrender for cancellation of the certificate for such
shares. The person in whose name the shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes by the stock transfer books shall be in the possession of the
secretary or transfer agent or clerk of the Corporation.
Section 8.10 Transfer Agent and Registrar. By resolution of the board of
directors, the Corporation may from time to time appoint a transfer agent,
and, if desired, a registrar, who will perform his or her duties in
accordance with the terms and conditions the board of directors deems
advisable; provided, however, that until and unless the board of directors
appoints some other person, firm or Corporation as its transfer agent, the
secretary of the Corporation shall act as transfer agent without the
necessity of any formal action of the board of directors and he or she shall
perform all of the duties thereof.
ARTICLE LX
INDEMNIFICATION
Section 9.01 Indemnification.
(A) No officer or director shall be personally liable for any obligations of
the Corporation or for any duties or obligation of the Corporation or for any
duties or obligations arising out of any actions or conduct of such officer
or director or director performed for or on behalf of the Corporation.
(B) The corporation shall and does hereby indemnify and hold harmless each
person and his or her heirs and administrators who shall serve at any time
hereafter as a director or officer of the Corporation from and against any
and all claims, judgments and liabilities to which such person shall become
subject by reason of his or her having heretofore or hereafter been a
director officer of the Corporation or by reason of any action alleged to
have heretofore or hereafter been taken or admitted to have been taken by him
or her as such director or officer and shall reimburse each such persons for
all legal and other expenses reasonably incurred by him or her in connection
with any such claim or liability, including power to defend such person from
all suits or claims as provided for under the laws of the state of Nevada;
provided, however, that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or
liability arising out of his or her negligence or willful misconduct. The
rights accruing to any person under the foregoing provisions of this section
shall not exclude any other right to which he or she may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided. The Corporation, its director,
officers, employees and agent shall be fully protected in taking any action
or making any payment in reliance upon the advice of counsel.
Section 9.02 Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
heirs, executors and administrators of such person.
Section 9.03 Issuance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the Corporation or is or who was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify him or her against liability under the
provisions of this section or the laws of the State of Nevada.
Section 9.04 Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the corporation by its
board of directors, in lieu of such indemnity, to settle any claim, action
suit or proceeding at the expense of the Corporation by the payment of the
amount of such settlement and the cost and expense incurred in connection
therewith.
ARTICLE X
GENERAL PROVISIONS
Section 10.01 Dividends and Reserves.
(A) Subject to statue, the Certificate of Incorporation and these Bylaws,
dividends may be declared by the board of directors at any regular or special
meeting and may be paid in cash, in property, or in shares of the
Corporation. The declaration and payment shall be at the discretion of the
board of directors.
(B) By resolution, the board of directors may create such reserve or reserves
out of the earned surplus of the Corporation as the directors from time to
time, in their discretion, think proper to provide for contingencies, or to
equalize dividends, or to repair or maintain any property of the Corporation,
or for any other purpose they think beneficial to the Corporation. The
directors may modify or abolish any such reserve in the manner in which it
was created.
Section 10.02 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings
of its shareholders and board of directors, and shall keep at its registered
office or principal place of business, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of shares held by each.
Section 10.03 Annual Statement. The board of directors shall mail to each
shareholder of record, at least ten days before each annual meeting a full
and clear statement of the business and condition of the Corporation,
including a reasonably detailed balance sheet, income statement, surplus
statement, and statement of changes in financial position, for the last
fiscal year and for the prior fiscal year, all prepared in conformity with
generally accepted accounting principals applied on a consistent basis.
Section 10.04 Checks and Notes. Checks, demands for money and notes of the
Corporation shall be signed by officer(s) or other person(s) designated from
time to time by the board of directors.
Section 10.05 Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.
Section 10.06 Seal. The corporate seal of the Corporation (of which there
may be one or more exemplars) shall contain the name of the corporation and
the name of the state of incorporation. The seal may be use by impressing it
or reproducing a facsimile of it, or otherwise.
Section 10.07 Amendment of Bylaws.
(A) These Bylaws may be altered, amended or repealed at any meeting of the
board of directors at which a quorum is present, by the affirmative vote of a
majority of the directors present at such meeting, provided notice of the
proposed alteration, amendment, or repeal is contained in the notice of the
meeting.
(B) These Bylaws may also be altered, amended or repealed at any meeting of
the shareholders at which a quorum is present or represented, by the
affirmative vote of the holders of a majority of the shares present or
represented at the meeting and entitled to vote thereat, provided notice of
the proposed alteration, amendment or repeal is contained in the notice of
the meeting.
Section 10.08 Construction. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible: (a) the remainder of
these Bylaws shall be considered valid and operative and (b) effect shall be
given to the intent manifested by the portion held invalid or inoperative.
Section 10.09 Table of Contents; Headings. The table of contents and
headings are for organization, convenience and clarity. In interpreting
these bylaws, they shall be subordinated in importance to the other written
material.
Section 10.10 Relation to Certificate of Incorporation. These bylaws are
subject to and governed by the Articles of Incorporation.
Adopted by the directors on this 10th day of February, 2006.
/s/Xxxxx Xxxxx
---------------------
Xxxxx Xxxxx, Director
/s/Xxx Xxxx
---------------------
Xxx Xxxx, Director
/s/Xxxxxx Xx
---------------------
Xxxxxx Xx, Director
Schedule 2.01 - Certificate of Good Standing
CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING
I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of Staet, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, non-profit corporation,
corporation soles, limited-liability companies, limited partnerships,
limited-liability partnerships and business trusts pursuant to Title 7 of the
Nevada Revised Statutes which are either presently in a status of good
standing or were in good standing for a time period subsequent of 1976 and am
the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the
date of this certificate, evidence, GLOBALINK, LTD., as a corporation duly
organized under the laws of Nevada and existing under and by virtue of the
laws of the State of Nevada since February 3, 2006, and is in good standing
in this state.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my officer on February 3, 2009.
/s/XXXX XXXXXX
Secretary of State
SEAL
Electronic Certificate
Certificate Number C20090203-2590
You may verify this electronic certificate
Online at xxxx://xxx.xxxxx.xxx/
Schedule 2.01 - Officer's Certificate
GLOBALINK LTD.
OFFICER'S CERTIFICATE
I, the undersigned, a duly authorized officer and sole Stockholder of
GLOBALINK, LTD., hereby certify that
a) No litigation, proceeding, investigating or inquiry is pending, or
to the best knowledge of GLOBALINK threatened, which might result in an
action to enjoin or prevent the consummation of the Contemplated
Transactions, or, to the extent not disclosed in the GLOBALINK
Schedules, by or against GLOBALINK, which might result in any material
adverse change in any of the assets, properties or operations of
GLOBALINK.
b) The conditions set forth in Sections 6.01, 5604 and 5605 have been
satisfied.
Executed this 29th day of January, 2009 at the City of Vancouver, British
Columbia.
GLOBALINK LTD.
/s/Xxxxx X. Xxxxx
---------------------------------
President
Schedule 2.01 - CUSIP Certificate
The McGraw Hill Companies CUSIP Service Bureau
Standard & Poor's
STANDARD 00 Xxxxx Xxxxxx - 00xx Xxxxx
&POOR'S Xxx Xxxx, XX 00000
May 15, 2007
Mr. David Haven
000 XXXXXx XXXXX
XXXXX, XX 00000
Mr. DAVID HAVEN,
This email confirmation is sent in response to your request for the
assignment of a Corporate CUSIP number for
ISSUER: GLOBALINK LTD.
ISIN NUMBER: US37949A1034
ISSUED DESCRIPTION: COM
RATE:
MATURITY:
IMPORTANT NOTICE:
TTHIS MESSAGE IS FROM AN AUTOMATED MAIL SERVER.
REPLIES TO THIS SERVER ARE NEITHER MONITORED NOR ANSWERED.
THANK YOU.
The CUSIP Service Bureau requires that FINAL documentation (i.e., prospectus
or official statement in print or electronic form( be sent to the CUSIP
Service Bureau as soon as it is available. "Requestor" risks suspension
and/or withdrawal of the CUSIP number(s) without the recipt of final
documentation by the CUSIP Service Bureau within 10 days of the offering
date.
E-Mail addresses for final documents:
Corporate, Municipal & Govt: xxxxx_xxxxxxx@xxxxxxxxxxxxxxxx.xxx
"Requestor" receives a 10% discount on CUSIP applications made via the
Internet. From the CUSIP home page (xxx.xxxxx.xxx), click the CUSIPRequest
button.
E-mail addresses for electronic preliminary documentation:
Corporate: xxxxx_xxxx@xxxxxxxxxxxxxxxxx.xxx
Municipal: xxxxx_xxxx@xxxxxxxxxxxxxxxxx.xxx
PPN: xxxxx_xxx@xxxxxxxxxxxxxxxx.xxx
International: xxxxx_xxxxxx@xxxxxxxxxxxxxxxx.xxx
Please call the CUSIP Data Collection department at (000) 000-0000 with any
questions.
Sincerely yours,
Xxxxxx Xxxxxxxx
Director-Operations
Schedule 2.01 - Indemnity Agreement
INDEMNITY AGREEMENT
GLOBALINK LTD.
("GLOBALINK")
to
ONEWORLD HOTEL DESTINATION SERVICE INC.
("ONEWORLD")
&
XXXXXXX AU ("ONEWORLD STOCKHOLDER")
GLOBALINK hereby agrees to indemnify ONEWORLD and the ONEWORLD STOCKHOLDER
and each of the officers, agents and directors of GLOBALINK as of the date of
execution of the Share Exchange Agreement against any loss, liability, claim,
damage, or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever)
"(Loss"), to which it or they may become subject arising out of or based on
any inaccuracy appearing in or misrepresentations made under Article 1 of the
Share Exchange Agreement. The indemnification provided for in this Agreement
shall survive the Closing and consummation of Contemplated Transactions and
termination of this Agreement for one (1) year following the Closing.
This Agreement is made this 29th day of January, the year 2009 at the City of
Vancouver, the Province of British Columbia.
GLOBALINK, LTD.
/s/Xxxxx Xxxxx
--------------------
Xxxxx Xxxxx
President/Director
/s/Xxx Xxxx
--------------------
Xxx Xxxx
CEO/Director
/s/Xxxxxx Xx
--------------------
Xxxxxx Xx
CFO/Director
Schedule 2.06
GLOBALINK
Options or Warrants
As per Resolution of the Board of Directors of January 2, 2008, each of
the 3 officers/directors listed hereunder were granted a stock option
of 100,000 pre-forward split Common Shares as follow:
President/Director (Xxxxx Xxxxx): stock option of 100,000 common
shares at US$0.10 per share, expiring January 2, 2010
Secretary/Director (Xxx Xxxx): stock option of 100,000 common shares
at US$0.10 per share, expiring January 2, 2010
Treasurer/Director (Xxxxxx Xx): stock option of 100,000 common
shares at US$0.10 per share, expiring January 2, 2010
Schedule 2.14
GLOBALINK
Bank Accounts; Power of Attorney
US BANK: Account No. 1-535 5899 9394
Signatories: Any one of Xxxxx Xxxxx, Xxx Xxxx, Xxxxxx Xx or Xxxxxx
Xxxx
HSBC Canada: Account No. 000-000000-000 (USD)
Account No. 000-000000-000 (CDN)
Signatories: Any 2 out of 3 - Xxxxx Xxxxx, Xxx Xxxx and Xxxxxx Xx
Schedule 7.01
Brokers
NIL
Exhibit A
SUITABILITY LETTER
TO: GLOBALINK, LTD.
I make the following representations with the intent that they may be
relied on by Globaling, Ltd. (the "Company"), in determining my
suitability as a purchaser of securities of the Company.
I have had the opportunity to ask questions of, and receive answers and
information, from the officers of the Company and I deemed such
information sufficient to make an investment decision in the Company.
I have such knowledge and experience in business and financial matters
that I am capable of evaluating the Company, its business activities,
and the risks and merits of this prospective investment, and I am not
utilizing a purchaser representative (as defined in regulation D
("Regulation D") promulgated pursuant to the Securities Act of 1933, as
amended (the "Securities Act")) in connection with the evaluation of
such risks and merits, except as set forth in paragraph 3.
I shall provide a separate written statement from each purchaser
representative on the Purchaser Representative Acknowledgment Form
available from the Company, in which is disclosed (i) the relationship
of the purchaser representative with the Company, if any, which has
existed at any time during the previous two (2) years, and compensation
received or to be received as a result of such relationship, and (ii)
the education, experience, and knowledge in financial and business
matters which enables the purchaser representative to evaluate the
relative merits and risks of an investment in the Company.
The undersigned and the purchaser representatives listed above, if any,
together have such knowledge and experience in financial and business
matters that they are capable of evaluating the Company and the
proposed activities thereof and the merits and risks of this
prospective investment.
I have adequate means of providing for my current needs and possible
personal contingencies and have no need in the foreseeable future for
liquidity of an investment in the Company.
Instructions: Complete either (a) or (b) below, as applicable:
FOR ACCREDITED INVESTORS. I confirm that I am an "accredited investor"
as defined under rule 501 of Regulation D, as checked below:
Any bank as defined in section 3(a)(2) of the Securities Act or any
savings and loan association or other institution as defined in section
3(a)(5)(A) of the Securities Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to section
15 of the Securities Exchange Act of 1934; any insurance company as
defined in section 2(13) of the Securities Act; any investment company
registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that Act; any
small business investment company licensed by the U. S. Small Business
Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if
such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan
fiduciary, as defined in section 3(21) of such Act, which is either a
bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
[ ]Yes [ ]No
Any private business development company as defined in section
302(a)(22) of the Investment Advisers Act of 1940;
[ ]Yes [ ]No
Any organization described in section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
[ ]Yes [ ]No
Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
[ ] Yes [ ]No
Any natural person whose individual net worth or joint net worth with
that person's spouse, at the time of his or her purchase exceeds
$1,000,000;
[ ]Yes [ ]No
For purposes of category (v), the term "net worth" means the excess of
total assets over total liabilities. In computing net worth for the
purposes of category (v) above, the undersigned's principal residence
must be valued either at (A) cost, including the cost of improvements,
net of current encumbrances upon the property or (B) the appraised
value of the property as determined upon a written appraisal used by an
institutional lender making a loan to the individual secured by the
property, including the cost of subsequent improvements, net of current
encumbrances upon the property.
Any natural person who had an individual income in excess of $200,000
in each of the two (2) most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current
year;
[ ]Yes [ ]No
In determining income, the undersigned should add to his or her
adjusted gross income any amounts attributable to tax exempt income
received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depletion, contributions to an XXX
or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
Any trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in section
230.506(b)(2)(ii); and
[ ]Yes [ ]No
Any entity in which all of the equity owners are accredited investors.
[ ]Yes [ ]No
FOR NONACCREDITED INVESTORS. I am not an accredited investor.
The following information is being provided here in lieu of furnishing
a personal financial statement.
My net worth excluding principal residence, furnishings, and
automobiles is at least _____ times the total investment I intend to
make in the Company;
My annual disposable income, after excluding all of my personal and
family living expenses and other cash requirements for current
obligations, is such that the loss of my entire investment in the
Company would not materially alter my standard of living;
[ ]Yes [ ]No
Considering the foregoing and all other relevant factors in my
financial and personal circumstances, I am able to bear the economic
risk of an investment in the Company.
[ ]Yes [ ]No
I have previously been advised that I would have an opportunity to
review all the pertinent facts concerning the Company, and to obtain
any additional information which I might request, to the extent
possible or obtainable, without unreasonable effort and expense, in
order to verify the accuracy of the information provided me.
I have personally communicated or been offered the opportunity to
communicate with executive officers of the Company to discuss the
business and financial affairs of the Company, its products and
activities, and its plans for the future. I acknowledge that if I
would like to further avail myself of the opportunity to ask additional
questions of the Company, the Company will make arrangements for such
an opportunity on request.
I have been advised that no accountant or attorney engaged by the
Company is acting as my representative, accountant, or attorney.
I will hold title to my interest as follows:
[ ]Community Property [ ]Separate Property
[ ]Joint Tenants, with Right [ ]Tenants in Common
of Survivorship
[ ]Other (Single Person, Trust, etc.,
please indicate.)
I am a bona fide resident of the state of __________. The address
below is my true and correct principal residence.
DATED this ____ day of __________, 2008.
--------------------------------- ---------------------------------
Name (Please Print) Name of Joint Subscriber, If Any
--------------------------------- ---------------------------------
Signature Signature
--------------------------------- ---------------------------------
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
--------------------------------- ---------------------------------
City, State, and Zip Code City, State, and Zip Code
Exhibit B
INVESTMENT LETTER
GLOBALINK, LTD.
Re: Purchase of shares of Common Stock of Globalink, Ltd.
Gentlemen:
In connection with the acquisition by the undersigned of shares of
Common Stock of Globalink, Ltd. (the "Securities"), the undersigned
represents that the Securities are being acquired without a view to, or
for, resale in connection with any distribution of such Securities or
any interest therein without registration or other compliance under the
Securities Act of 1933, as amended (the "Securities Act"), and that the
undersigned has no direct or indirect participation in any such
undertaking or in the underwriting of such an undertaking.
The undersigned understands that the Securities have not been
registered, but are being acquired by reason of a specific exemption
under the Securities Act as well as under certain state statutes for
transactions by an issuer not involving any public offering and that
any disposition of the subject Securities may, under certain
circumstances, be inconsistent with this exemption and may make the
undersigned an "underwriter" within the meaning of the Securities Act.
It is understood that the definition of an "underwriter" focuses on the
concept of "distribution" and that any subsequent disposition of the
subject Securities can only be effected in transactions which are not
considered distributions. Generally, the term "distribution" is
considered synonymous with "public offering" or any other offer or sale
involving general solicitation or general advertising. Under present
law, in determining whether a distribution occurs when securities are
sold into the public market, under certain circumstances one must
consider the availability of public information regarding the issuer, a
holding period for the securities sufficient to assure that the persons
desiring to sell the securities without registration first bear the
economic risk of their investment, and a limitation on the number of
securities which the stockholder is permitted to sell and on the manner
of sale, thereby reducing the potential impact of the sale on the
trading markets. These criteria are set forth specifically in rule 144
promulgated under the Securities Act ("Rule 144"). After one (1) year
from the date the Securities are fully paid for and the subscription is
accepted by the issuer, all as calculated in accordance with Rule
144(d), sales of the Securities in reliance on Rule 144 can only be
made in limited amounts in accordance with the terms and conditions of
that rule. After two (2) years from the date the Securities are fully
paid for, as calculated in accordance with Rule 144(d), it can
generally be sold without meeting these conditions provided the holder
is not (and has not been for the preceding three (3) months) an
affiliate of the issuer.
The undersigned acknowledges that the Securities must be held and may
not be sold, transferred, or otherwise disposed of for value unless it
is subsequently registered under the Securities Act or an exemption
from such registration is available; the issuer is under no obligation
to register the Securities under the Securities Act or under section 12
of the Securities Exchange Act of 1934, as amended, except as may be
expressly agreed to by it in writing; if Rule 144 is available, and no
assurance is given that it will be, initially only routine sales of
Globalink, Ltd.
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such Securities in limited amounts can be made in reliance on Rule 144
in accordance with the terms and conditions of that rule; the issuer is
under no obligation to the undersigned to make Rule 144 available,
except as may be expressly agreed to by it in writing; in the event
Rule 144 is not available, compliance with regulation A promulgated
under the Securities Act or some other exemption may be required before
the undersigned can sell, transfer, or otherwise dispose of such
Securities without registration under the Securities Act; the issuer's
registrar and transfer agent will maintain a stop transfer order
against the registration of transfer of the Securities; and the
certificate representing the convertible promissory notes and warrants
composing the Securities will bear a legend in substantially the
following form so restricting the sale of such Securities.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR
OTHER COMPLIANCE UNDER THE SECURITIES ACT.
The issuer may refuse to register transfer of the Securities in the
absence of compliance with Rule 144 unless the undersigned furnishes
the issuer with a "no-action" or interpretative letter from the
Securities and Exchange Commission or an opinion of counsel reasonably
acceptable to the issuer stating that the transfer is proper; further,
unless such letter or opinion states that the Securities are free of
any restrictions under the Securities Act, the issuer may refuse to
transfer the Securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to the same
conditions with respect to such Securities as are set forth herein.
The issuer may also refuse to transfer the Securities if any
circumstances are present reasonably indicating that the transferee's
representations are not accurate.
Very truly yours,
Dated: Globalink, Ltd.
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(Subscriber)
---------------------------------
Joint Subscriber)
1
K&L GATES DRAFT
8/113/08
NY-585444 v34
iii
