Exhibit 2.2
AGREEMENT OF REORGANIZATION
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This agreement is entered into effective September 30, 1995, by and between
Quality Products, Inc. ("Quality") a Delaware corporation having its principal
place of business at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000,
and QPI Multipress, Inc. ("Subsidiary"), an Ohio corporation having its
principal offices at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000.
Background Information
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A. Quality is, and since 1988 has been, actively engaged in the business of
acquiring and selling companies.
B. Quality is also actively engaged through its Multipress Division ("Division")
in the business of manufacturing Hydraulic Presses.
C. Quality has offered to transfer the assets of Division (the "Assets") set
forth on Schedule 1 to the Xxxx of Sale (the "Xxxx of Sale"), attached hereto as
Exhibit A and incorporated herein by reference, subject to the liabilities of
the Division (the "Liabilities") set forth on Schedule 2 of the Xxxx of Sale, to
Subsidiary, a newly organized Ohio corporation, in exchange for the original
issue of 100 shares of common stock, without par value, of Subsidiary, which,
together with the 100 shares of common stock, without par value, of Subsidiary
previously acquired to Quality by Subscription Agreement dated July 27, 1995,
shall constitute all of the outstanding common stock of Subsidiary, in a
transaction qualifying as a tax-free exchange under Section 351 of the Internal
Revenue Code of 1954, as amended ("Code").
Statement of Agreement
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The parties to this agreement hereby acknowledge the accuracy of the above
Background Information and hereby agree as follows:
1. Sale of Assets. Quality shall sell to Subsidiary, and Subsidiary shall
purchase and acquire all of Division's Assets, subject to the liabilities,
together with the trade name, going concern value, and all other intangible
assets of the business owned and operated by Division, under the name of
Multipress, subject to such changes as have occurred in the ordinary course of
Division's business between September 30, 1995 and October 26, 1995 (the
"Closing Date"). Subsidiary shall only acquire the assets set forth on Schedule
1 to the Xxxx of Sale and assume only the liabilities set forth on Schedule 2 to
the Xxxx of Sale.
All of the remaining assets and liabilities of Quality shall remain the sole
property and obligation of Quality. In the event that any claim, action or
proceeding is asserted or commenced against Subsidiary which arises out of any
asset or liability not specifically acquired or assumed pursuant to this
agreement, Quality agrees to indemnify and hold Subsidiary harmless from and
against all costs and expenses including reasonable attorneys fees arising from
such claim, action or proceeding.
2. Purchase Price. In consideration for such sale, Subsidiary shall issue to
Quality, 100 shares of common stock, without par value, of Subsidiary.
Agreement of Reorganization Page 3 September 30, 1995
3. Assumption of Liabilities and Contracts.
(a) Other Business Liabilities. In further consideration of such sale,
Subsidiary shall assume and discharge, and shall Indemnify and hold Quality
harmless from and against, all debts, liabilities, and obligations of the
Division which have arisen in the ordinary course of Division's business from
September 30, 1995 to The Closing Date, and all income, franchise, sales, and
other liabilities incurred for all taxable periods up to the Closing Date,
including all income, franchise, sales, and other tax liabilities arising out of
this transaction.
(b) Tax Return. All income, franchise, sales, and other tax returns and
reports of Quality for the period from October 1, 1994 to the Closing Date shall
be prepared jointly by the parties' accountants, but all returns shall be
executed by Quality's officers or directors as required by law.
(c) Indemnity. Subsidiary shall have the benefit of and perform all the
obligations under all contracts and commitments made in the ordinary course of
Division's business which are outstanding on the Closing Date, and shall
indemnify Quality against all liabilities under such contracts and commitments.
Notwithstanding the above, Subsidiary, at its sole and exclusive option shall
not be responsible for the breach of any such contract or commitment which
occurs prior to the Closing Date.
4. Representations and Warranties of Quality. Quality represents and warrants:
(a) as of the Closing Date, Quality shall have obtained all necessary
internal corporate authorizations and approvals required for the execution,
delivery and consummation of the transaction provided for in this Agreement.
(b) Quality has the right to sell and convey the Assets to Subsidiary.
(c) At any time and from time to time after the Closing Date, upon request
of Subsidiary and without the payment of any further consideration, Quality
shall duly execute, acknowledge and deliver all such further assignments,
conveyances and other instruments of transfer and other assurances and
documents, and will take such other action, consistent with the terms of this
agreement, as reasonably may be requested for the purpose of better assigning,
transferring and conveying to Subsidiary or reducing to its possession any and
all of the assets, properties, business and goodwill of Division.
(d) At the request of Subsidiary, Quality will prosecute or otherwise
enforce in its own name for the benefit of Subsidiary, and at Subsidiary's
expense, any and all claims or rights in the name of Quality which, or the
benefits of which, are transferred to Subsidiary; pursuant to this Agreement and
which are required to be prosecuted or otherwise enforced in Quality's name.
5. Representations and Warranties of Subsidiary.
Agreement of Reorganization Page 4 September 30, 1995
(a) Subsidiary is a corporation duly organized and existing and in good
standing under the laws of the state of Ohio and will have all necessary
corporate power and authority to own and conduct the business now being
conducted by Division.
(b) On the Closing Date, the authorized capital of Subsidiary shall consist
of 850 shares of common stock, no par value per share, of which 200 shares shall
be issued and outstanding.
(c) As of the Closing Date, Subsidiary shall have obtained all necessary
authorizations and approvals required for the execution, delivery and
consummation of the transaction provided for in this agreement.
6. Closing Date. The closing hereunder shall take place on or before October 26,
1995, at the offices of Quality at the address set forth for Quality on the
first page of this agreement or at such other time and place as the parties may
determine by written agreement.
7. No Violation or Breach. Each party hereby represents to the other that its
performance of this agreement, including any conditions or surviving warranties
or representations, is not in violation of any law, statute, local ordinance,
state or federal regulation, court order, or administrative order or ruling, and
thus such performance is not in violation of any agreement by which it is bound.
8. Governing Law. This Agreement shall he construed and interpreted under the
laws of the state of Ohio.
9. Binding Effect. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and assigns.
10. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. Notices. All notices, requests, demands and other communications hereunder
shall be in writing, and be deemed to have been duly given if delivered or
mailed, first class postage prepaid, to the address of the appropriate party as
shown on the first page of this agreement.
12. Non-waiver. No delay or failure by either party to exercise any right
hereunder, and no partial or single exercise of any such right, shall constitute
a waiver of that or any other right, unless otherwise expressly provided herein.
13. Headings. Headings in this Agreement are for reference and convenience only
and shall not be used to interpret or construe its provisions.
Agreement of Reorganization Page 5 September 30, 1995
14. Entire Agreement; Modification. This Agreement supersedes all prior
agreements and constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof. It may not be amended or modified except
by an instrument executed by the parties.
Wherefore, the parties acknowledge their agreement hereto by their signatures
below, effective as of the date written on the first page of this agreement.
QUALITY PRODUCTS, INC. QPI MULTIPRESS, INC.
By /s/Xxxxxx X. Xxxxx By /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chief Executive Officer Xxxxxx X. Xxxxx, President
Agreement of Reorganization Page 6 September 30, 1995
