SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
June 27, 1997
GLOBESAT HOLDING CORP.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
0-17322 87-0365154
(Commission File No.) (IRS Employer ID)
85 Skymark Drive, Suite 1703
North York, Ontario, Canada M2H 3P2
(Address of principal executive offices and Zip Code)
(416) 494-2013
(Registrant's telephone number, including area code)
ITEM 1. Changes in Control of Registrant.
(a) Effective June 11, 1997, the Registrant completed a transaction (the
"Acquisition Transaction") with Richard S. Schapler (the "Vendor"), whereby the
Registrant acquired all the issued and outstanding shares of International
Monetary Services Inc. ("IMS"), a corporation organized under the laws of the
Cayman Islands. In consideration of the foregoing, the Registrant
issued 6,072,000 shares of its common stock to the individuals and entities
named below, as directed by the Vendor. The Registrant also issued 750,000
shares to 21st Century Health Care Inc. ("21st Century"), a corporation
organized under the laws of the Province of Ontario, as a finder's fee with
respect to the Acquisition Transaction. The following table sets forth the
respective number of shares of common stock of the Registrant together with
the percentage of the issued and outstanding shares of common stock of the
Registrant owned by each of the individuals and entities directed by the
Vendor to receive such stock, after giving effect to the Acquisition
Transaction and the issuance of shares to 21st Century.
Name Number of Shares Percentage
The Millenium III Trust 101,200 0.88%
Allen H. Ingles 43,371 0.37%
J. Henry Bostwick 28,914 0.25%
Ralst & Co. Ltd. 1,179,699 10.20%
JMR Ltd. 1,179,699 10.20%
Slalom Investments Ltd. 2,394,095 20.70%
Richard S. Schapler 1,145,022 9.90%
TOTAL 6,072,000 52.50%
The Registrant now has 11,565,676 shares issued and outstanding.
(b) The Registrant does not know of any arrangements, including any pledge
by any persons of securities of the Registrant or any of its parents, the
operation of which may at a subsequent date result in a change in control of
the Registrant.
ITEM 2. Acquisition or Disposition of Assets.
Pursuant to the Acquisition Transaction, the Registrant acquired all the issued
and outstanding shares of IMS. Reference is made to the share purchase
agreement (the "Acquisition Agreement") between the Registrant and the
Vendor, which is annexed as Exhibit 10.1 to thisForm 8-K.
On June 11, 1997, the Registrant also entered into a share purchase agreement
(the "Windsor Sale Agreement") with Mel B. Greenspoon, the former Chairman and
Chief Executive Officer of the Registrant, whereby the Registrant sold all its
shares of its wholly-owned subsidiary, Windsor Acquisition Corp. ("Windsor"), to
Mr. Greenspoon for $1.00. As at such date, Windsor had not earned any revenues
since its incorporation, had outstanding accrued liabilities in excess of
$300,000 and, in the view of management of the Registrant, had no prospects
to earn any revenue in the foreseeable future. A copy of the Windsor Sale
Agreement is annexed as Exhibit 10.2 to this Form 8-K.
Windsor holds an exclusive global license to market and distribute a cosmetic
product known as the Novatone Facial Toner (the "Novatone" ). Prior to
marketing the Novatone in the United States, approval must be obtained from the
United States Food and Drug Administration (the "FDA" ). The Registrant had
submitted an application to the FDA in order to seek such approval. To date,
to the best of the Registrant's knowledge, FDA approval has not been obtained.
On June 11, 1997, the Registrant also entered into a share purchase agreement
(the "Globesat I.T. Sale Agreement") with Mel B. Greenspoon, the former Chairman
and Chief Executive Officer of the Registrant, whereby the Registrant sold all
its shares of its wholly-owned subsidiary, Globesat Infrastructure Technologies
Corp. ("Globesat I.T."), to Mr. Greenspoon. As at such date, Globesat I.T. had
not earned any revenues since its incorporation, held certain distribution
rights which were being challenged by the ultimate holder of the underlying
rights and, in the view of management of the Registrant, had no prospects to
earn revenue in the foreseeable future. A copy of the Globesat I.T. Sale
Agreement is annexed as Exhibit 10.3 to this Form 8-K.
Globesat I.T holds certain distribution rights to a certain technology and an
additive for enhancing cementitious products (hereinafter referred to as
"Novacrete"). Novacrete is marketed and is to be manufactured by Stratford
Acquisition Corp. ("Stratford"), a Minnesota company based in Burlington,
Ontario, Canada. Stratford granted to Globesat I.T. exclusive distribution
rights to Novacrete for Mexico, Chile and Argentina. Globesat I.T. also
obtained rights to distribute Novacrete in the United States by way of an
assignment of such rights by BGS Promotions Inc. ("BGS"). In consideration of
its assignment of Novacrete rights, an aggregate sum of $1,000,000 over a
period of five years is required to be paid to BGS by Globesat I.T. The first
payment is due on July 31, 1997. To date, to the best of the Registrant's
knowledge, Stratford has not manufactured any Novacrete in commercial volumes
for distribution in any jurisdiction as contemplated in the above noted
agreements.
The Registrant entered into a joint venture agreement with Startech
Environmental Corp. ("Startech"), a Colorado company based in Wilton,
Connecticut on February 19, 1996. Since that time, the Registrant has had
limited dealings with Startech in respect of the implementation of this
joint venture. The Registrant and Startech have mutually agreed to cease
further negotiations, and as such, terminate any prospects for continuation
of the joint venture relationship. The agreement between the Registrant and
Startech provides that neither company shall have any recourse against the
other in the event that the joint venture is not implemented, regardless of
the reason for such non-implementation.
BUSINESS PLAN INCLUDING THE FOLLOWING INFORMATION:
General
The Registrant, through its wholly-owned IMS subsidiary, will be engaged in
the business of purchasing precious metals bullion products (gold, silver,
platinum, palladium, etc.) from a range of international sellers and mining
institutions. Contract opportunities have been and are currently presented to
IMS from a variety of international sources. Management of IMS is currently
in the process of reviewing a range of contract opportunities involving the
purchase of gold from mining institutions in several international
jurisdictions.
Employees
IMS currently has no employees. Management of the Registrant expects to hire
full-time employees or enter into management, marketing or other agreements
as required.
Competition
The Registrant will encounter competition from other firms engaged in the
business of purchasing precious metals bullion products. The industry is
predicated to a large degree on business and personal relationships with
mining institutions, refineries and international financial institutions.
The Registrant will experience competition from a range of international
entities of which many will have greater financial resources than IMS.
Offices
The Registrant's offices are located at 85 Skymark Drive, Suite 1703, North
York, Ontario M2H 3P2 and the telephone number is (416) 494-2013. The
Registrant is currently not paying any rent for the use of this office facility.
ITEM 5. Other Events
On June 20, 1997, Mel B. Greenspoon and Alan Greenspoon resigned as officers and
directors of the Registrant, and Michael J. Bellman resigned as an officer of
the Registrant. Their resignations were not because of any disagreement with
the Registrant on any matter relating to the Registrant's operations,
policies or practices. As a condition of the Acquisition Transaction, an
aggregate of 1,250,000 options to purchase shares of common stock of the
Registrant, held by management, were cancelled.
On June 20, 1997, Allan H. Ingles , Lorie W. Lovejoy and Richard S. Schapler
were appointed to the board of directors of the Registrant, and Lee A.
Greenspoon was appointed to the position of President and Chief Executive
Officer.
Board of Directors
The following are biographies of the new directors:
Allen H. Ingles (56) resides in Toronto, Canada. Mr. Ingles is President of
the Salesmaster Corporation of America (Canada) Limited, an importer,
distributor and manufacturer of pharmaceutical and health care products for
the Canadian and United States markets. Salesmaster has the exclusive
distribution rights for Penaten baby products and Kwai garlic supplements for
the Canadian market. Mr. Ingles is a pharmacist, educated at the University
of Toronto.
Lorie W. Lovejoy (64) resides in the Bahamas. Mr. Lovejoy has had extensive
international experience being involved in various aspects of trade finance,
commodities sourcing and contracting, precious metals wholesaling, and
various exporting businesses. Mr. Lovejoy formerly owned a fishing fleet and
resided in Chile. Mr. Lovejoy was also the founder of a company specialising
in retirement community development.
Richard S. Schapler (50) resides in the Cayman Islands. Mr. Schapler has over 15
years experience in the precious metals business, as well as extensive
securities, commodities and brokerage experience. Mr. Schapler has had
experience in the mobile home industry at the park development, financing,
sales and general management levels. Mr. Schapler also has a background
in the music industry as a performer and recording executive producer.
ITEM 7. Financial Statements and Exhibits
(a) Not required.
(b) The following exhibits are hereby made part of this Form 8-K:
Exhibit No. 10.1 Acquisition Agreement
Exhibit No. 10.2 Windsor Sale Agreement
Exhibit No. 10.3 Globesat I.T. Sale Agreement
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorised.
GLOBESAT HOLDING CORP.
By: /S/ Lee A. Greenspoon
President and Chief Executive Officer
By: /S/ Richard S. Schapler
Director
DATED: June 27, 1997.
EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 29th day of May, 1997.
B E T W E E N :
GLOBESAT HOLDING CORP., a corporation incorporated under
the laws of the State of Utah
(the "Purchaser")
- and -
RICHARD SCHAPLER, an individual resident in the Cayman
Islands, British West Indies
(the "Vendor").
WHEREAS the Vendor is the registered and beneficial owner of all of the issued
and outstanding shares in the capital of International Monetary Services Inc.
(the "Corporation");
AND WHEREAS the Vendor has represented to the Purchaser that the Corporation has
entered into certain agreements in respect of precious metal bullion purchases
and sales (the "Contracts");
AND WHEREAS the Purchaser wishes to purchase, and the Vendor wishes to sell, all
the issued and outstanding shares in the capital of the Corporation on the terms
and conditions herein contained;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements herein contained and the sum of $1.00 of
lawful money of Canada and other good and valuable consideration paid by each
of the parties hereto to each of the other parties hereto (the receipt and
sufficiency of which are hereby acknowledged), it is agreed among the
parties hereto as follows:
ARTICLE 1
INTERPRETATION
Defined TermsDefined Terms
1.01 In this Agreement and in the Schedules hereto, unless there is
something in the subject matter or context inconsistent therewith, the
following terms and expressions will have the following meanings:
(a) "Business" means the business carried on by the Corporation which
primarily involves the purchase and sale of precious metal bullion;
(b) "Business Day" means any day other than a day which is a Saturday,
a Sunday or a statutory holiday in the City of Toronto, Province of
Ontario;
(c) "Closing Date" means June 6, 1997, or such other date as the
Vendor and Purchaser may agree upon;
(d) "Closing Time" means 10:00 a.m. (local time) on the Closing
Date or such other time on the Closing Date as the parties hereto
may agree upon;
(e) "Contracts" mean, collectively, the contracts entered into by the
Corporation with any party in respect of the purchase and sale of
precious metal bullion, the particulars of which are set forth in
Schedule "A" attached hereto, and including any and all future
arrangements in respect of the purchase and sale of precious metal
bullion or other commodities to be entered into with any party;
(f) "Corporation" means International Monetary Services Inc., a
corporation incorporated under the laws of the Cayman Islands;
(g) "Encumbrances" means mortgages, charges, pledges, security
interests, liens, encumbrances, actions, claims, demands and
equities of any nature whatsoever or howsoever arising and any
rights or privileges capable of becoming any of the foregoing;
(h) "GSAT Shares" has the meaning ascribed thereto in Section 2.02
hereof;
(i) "Interim Period" means the period from and including the date of
this Agreement to and including the Closing Date;
(j) "Licenses" means all of the licenses, registrations and
qualifications to do business held by the Corporation;
(k) "person" means and includes any individual, corporation,
partnership, firm, joint venture, syndicate, association, trust,
government, governmental agency or board or commission or
authority, and any other form of entity or organization;
(l) "Purchased Shares" means the one hundred issued and outstanding
shares in the capital of the Corporation being sold by the Vendor and
purchased by the Purchaser hereunder; and
(m) "Warranty Claim" means a claim made by either the Purchaser or the
Vendor based on or with respect to the inaccuracy or non-performance
or non-fulfilment or breach of any representation or warranty made by
the other party contained in this Agreement or contained in any
document or certificate given in order to carry out the
transactions contemplated hereby.
Best of KnowledgeBest of Knowledge
1.02 Any reference herein to "the best of the knowledge" of the Vendor will
be deemed to mean the actual knowledge of the Vendor and the knowledge which he
would have had had he conducted a diligent inquiry into the relevant subject
matter. Any reference herein to "the best of the knowledge" of the Purchaser
will be deemed to mean the actual knowledge of the Purchaser and the
knowledge which it would have had its directors and officers conducted a
diligent inquiry into the relevant subject matter.
SchedulesSchedules
1.03 The Schedules which are attached to this Agreement are incorporated
into this Agreement by reference and are deemed to be part hereof.
CurrencyCurrency
1.04 Unless otherwise indicated, all dollar amounts referred to in this
agreement are in lawful money of the United States of America.
Choice of Law and AttornmentChoice of Law and Attornment
1.05 This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
The parties agree that the courts of that Province will have non-exclusive
jurisdiction to determine all disputes and claims arising between the parties.
Interpretation Not Affected by Headings or Party DraftingInterpretation Not
Affected by Headings or Party Drafting
1.06 The division of this Agreement into articles, sections, paragraphs,
subsections and clauses and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of
this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder"
and similar expressions refer to this Agreement and the Schedules hereto and not
to any particular article, section, paragraph, clause or other portion hereof
and include any agreement or instrument supplementary or ancillary hereto.
Each party hereto acknowledges that it and its legal counsel have reviewed
and participated in settling the terms of this Agreement, and the parties hereby
agree that any rule of construction to the effect that any ambiguity is to be
resolved against the drafting party shall not be applicable in the
interpretation of this Agreement.
Number and GenderNumber and Gender
1.07 In this Agreement, unless there is something in the subject matter or
context inconsistent therewith:
(a) words in the singular number include the plural and such words
shall be construed as if the plural had been used;
(b) words in the plural include the singular and such words shall
be construed as if the singular had been used; and
(c) words importing the use of any gender shall include all genders
where the context or party referred to so requires, and the rest of
the sentence shall be construed as if the necessary grammatical and
terminological changes had been made.
Time of EssenceTime of Essence
1.08 Time shall be of the essence hereof.
ARTICLE 2
PURCHASE AND SALE
Purchased Shares
2.01 On the terms and subject to the fulfilment of the conditions
hereof, the Vendor hereby agrees to sell, assign and transfer to the
Purchaser, and the Purchaser hereby agrees to purchase and accept from the
Vendor, the Purchased Shares.
Purchase Price
2.02 On closing, the price payable by the Purchaser to the Vendor for
the Purchased Shares shall be satisfied in full by the issuance from treasury
of 6,072,000 shares of common stock of the Purchaser (the "GSAT Shares")
pursuant to the provisions of Regulation S promulgated under the United
States Securities Act of 1933, as amended. For greater certainty, the GSAT
Shares represent 52.5% of the issued and outstanding shares of common stock
of the Purchaser after the issuance of shares to 21st Century Healthcare Inc.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Representations and Warranties by the Vendor
3.01 The Vendor hereby represents and warrants to the Purchaser as follows,
and confirms that the Purchaser is relying upon the accuracy of each of such
representations and warranties in connection with the purchase of the
Purchased Shares and the completion of the other transactions hereunder:
(1) Corporate Authority and Binding Obligation. The Vendor has good
right and authority to enter into this Agreement and to sell,
assign and transfer the Purchased Shares to the Purchaser in the
manner contemplated herein and to perform all of the Vendor's
obligations under this Agreement. The Corporation, its shareholder and
board of directors have taken all necessary or desirable actions,
steps and corporate and other proceedings to approve or authorize,
validly and effectively, the entering into of, and the execution,
delivery and performance of, this Agreement and the sale and
transfer of the Purchased Shares by the Vendor to the Purchaser.
This Agreement is a legal, valid and binding obligation of the
Vendor, enforceable against him in accordance with its terms subject
to: (i) bankruptcy, insolvency, moratorium, reorganization and other
laws relating to or affecting the enforcement of creditors' rights
generally; and (ii) the fact that equitable remedies, including the
remedies of specific performance and injunction, may only be granted
in the discretion of a court.
(2) No Other Purchase Agreements. No person has any agreement,
option, understanding or commitment, or any right or privilege
(whether by law, preemptive or contractual) capable of becoming an
agreement, option or commitment, including convertible securities,
warrants or convertible obligations of any nature, for:
(a) the purchase, subscription, allotment or issuance of, or
conversion into, any of the unissued shares in the capital
of the Corporation or any securities of the Corporation;
(b) the purchase from the Vendor of any of the Purchased Shares;
or
(c) the purchase or other acquisition from the Corporation of
any of its undertaking, property or assets.
(3) Contractual and Regulatory Approvals. Neither the Corporation
nor the Vendor is under any obligation, contractual or otherwise, to
request or obtain the consent of any person, and no permits,
licenses, certifications, authorizations or approvals of, or
notifications to, any federal, provincial, municipal or local
government or governmental agency, board, commission or authority are
required to be obtained by the Corporation or the Vendor:
(a) in connection with the execution, delivery or performance by
the Vendor or the Corporation of this Agreement or the
completion of any of the transactions contemplated herein;
(b) to avoid the loss of any permit, licence, certification or
other authorization; or
(c) in order that the authority of the Corporation to carry on
the Business in the ordinary course and in the same manner as
presently conducted remains in good standing and in full
force and effect as of and following the closing of the
transactions contemplated hereunder.
(4) Status, Constating Documents and Licenses.
(a) The Corporation is a corporation duly incorporated and validly
subsisting in all respects under the laws of its jurisdiction
of incorporation. The Corporation has all necessary
corporate power to own its properties and to carry on its
business as it is now being conducted.
(b) The articles, by-laws and other constating documents of the
Corporation, as amended to the date hereof, are listed in
Schedule "B" attached hereto and complete and correct
copies of each of those documents have been delivered to the
Purchaser.
(c) The Corporation is duly licensed, registered and qualified as a
corporation to do business, is up-to-date in the filing of
all required corporate returns and other notices and filings
and is otherwise in good standing in all respects, in each
jurisdiction in which:
(i) it owns or leases property; or
(ii) the nature or conduct of its business or any part
thereof, or the nature of the property of the
Corporation or any part thereof, makes such qualification
necessary or desirable to enable the Business to be
carried on as now conducted or to enable the property
and assets of the Corporation to be owned, leased and
operated by it.
All of the Corporation's Licenses are listed in Schedule "C"
attached hereto and are valid and subsisting. Complete and correct
copies of the Licenses have been delivered to the Purchaser.
The Corporation is in compliance with all terms and conditions of
the Licenses. There are no proceedings in progress, pending or, to
the best of the knowledge of the Vendor, threatened, which could
result in the revocation, cancellation or suspension of any of the
Licenses.
(5) Compliance with Constating Documents, Agreements and Laws. The
execution, delivery and performance of this Agreement and each of
the other agreements contemplated or referred to herein by the
Vendor and the Corporation, and the completion of the transactions
contemplated hereby, will not constitute or result in a violation or
breach of or default under, or cause the acceleration of any
obligations of the Corporation under:
(a) any term or provision of any of the articles, by-laws or other
constating documents of the Corporation;
(b) the terms of any agreement (written or oral), indenture,
instrument or understanding or other obligation or
restriction to which the Corporation or the Vendor is a
party or by which either of them is bound; or
(c) any term or provision of any of the Licenses or any order
of any court, governmental authority or regulatory body or
any law or regulation of any jurisdiction in which the
Business is carried on.
(6) Corporate Records. The corporate records and minute books of the
Corporation, all of which have been provided to the Purchaser,
contain complete and accurate minutes of all meetings of the
directors and shareholders of the Corporation held since its
incorporation, and original signed copies of all resolutions and
by-laws duly passed or confirmed by the directors or shareholders of
the Corporation other than at a meeting. All such meetings were
duly called and held. The share certificate books, register of
security holders, register of transfers and register of directors
and any similar corporate records of the Corporation are complete and
accurate. All exigible security transfer tax or similar tax payable
in connection with the transfer of any securities of the Corporation
has been duly paid.
(7) Authorized and Issued Capital. The authorized capital of the
Corporation consists of 50,000 shares, each with a par value of $1.00,
of which one hundred share have been duly issued and is outstanding as
a fully paid and non-assessable share. No shares or other securities
of the Corporation have been issued in violation of any laws, the
articles of incorporation, by-laws or other constating documents of
the Corporation or the terms of any shareholders' agreement or any
agreement to which the Corporation is a party or by which it is
bound. The Vendor owns all of the issued and outstanding shares of
the Corporation as the shareholder of record and as the beneficial
owner, with good and marketable title thereto, free and clear of any
and all Encumbrances.
(8) Shareholders Agreements, Etc. There are no shareholders' agreements,
pooling agreements, voting trusts or other similar agreements with
respect to the ownership or voting of any of the shares of the
Corporation.
(9) Liabilities of the Corporation. Other than as set forth in the
Contracts, there are no liabilities (contingent or otherwise) or
obligations of the Corporation of any kind whatsoever, and there
is no basis for assertion against the Corporation of any liabilities of
any kind. The Corporation is not a party to or bound by any agreement
of guarantee, indemnification, assumption or endorsement or any other
like commitment of the obligations, liabilities (contingent or
otherwise) or indebtedness of any person.
(10) Indebtedness. The Corporation has no bonds, debentures, mortgages,
promissory notes or other indebtedness and is not under any
obligation to create or issue any bonds, debentures, mortgages,
promissory notes or other indebtedness.
(11) Commitments for Capital Expenditures. The Corporation is not
committed to make any capital expenditures, nor have any capital
expenditures been authorized by the Corporation.
(12) Dividends and Distributions. The Corporation has not declared or
paid any dividend or made any other distribution on any of its
shares of any class, or redeemed or purchased or otherwise acquired
any of its shares of any class, or reduced its authorized capital or
issued capital, or agreed to do any of the foregoing.
(13) Tax Matters.
(a) For purposes of this Agreement, the term "Governmental Charges"
means and includes all taxes, customs duties, rates, levies,
assessments, reassessments and other charges, together with
all penalties, interest and fines with respect thereto,
payable to any federal, provincial, municipal, local or other
government or governmental agency, authority, board, bureau or
commission, domestic or foreign.
(b) The Corporation is under no obligation to prepare and file any
tax returns and other documents in respect of Governmental
Charges and no Governmental Charges are due and payable by the
Corporation as of the date hereof.
(c) There are no actions, suits, proceedings, investigations,
enquiries or claims now pending or made or, to the best of the
knowledge of the Vendor, threatened against the Corporation in
respect of Governmental Charges.
(14) Litigation. There are no actions, suits or proceedings, judicial
or administrative (whether or not purportedly on behalf of the
Corporation or the Vendor) pending or, to the best of the knowledge
of the Vendor, threatened, by or against or affecting the Corporation,
at law or in equity, or before or by any court or any federal,
provincial, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.
(15) Title to Assets. The Corporation is the owner of and has good and
marketable title to all of its properties and assets, free and clear
of all Encumbrances whatsoever. No other person owns any assets which
are being used in the Business. There are no agreements or
commitments to purchase property or assets by the Corporation.
(16) Deposit Accounts and Safe Deposit Boxes of the Corporation. The
name and address of each bank, trust company or similar institution
with which the Corporation has one or more accounts or one or more
safe deposit boxes, the number of each such account and safe deposit
box and the names of all persons authorized to draw thereon or to have
access thereto are as set forth in Schedule "D" attached hereto.
(17) Accounts Receivable and Inventory. There are no accounts receivable
of the Corporation and the Corporation has no inventory.
(18) Real and Leased Property. The Corporation does not own or have any
right, title or interest in any real property. The Corporation is
not the lessee under any lease of personal property.
(19) Subsidiaries and Other Interests. The Corporation has no subsidiaries
and does not own any securities issued by, or any equity or ownership
interest in, any other person. The Corporation is not subject to any
obligation to make any investment in or to provide funds by way of
loan, capital contribution or otherwise to any person.
(20) Partnerships or Joint Ventures. The Corporation is not a partner or
participant in any partnership, joint venture, profit-sharing
arrangement or other association of any kind and is not party to any
agreement under which the Corporation agrees to carry on any part of
the Business or any other activity in such manner or by which the
Corporation agrees to share any revenue or profit with any other
person.
(21) Restrictions on Doing Business. The Corporation is not a party to or
bound by any agreement which would restrict or limit its right to
carry on any business or activity or to solicit business from any
person or in any geographical area or otherwise to conduct the
Business as the Corporation may determine. The Corporation is not
subject to any legislation or any judgment, order or requirement of
any court or governmental authority which is not of general
application to persons carrying on a business similar to the
Business. To the best of the knowledge of the Vendor, there are no
facts or circumstances which could materially adversely affect the
ability of the Corporation to continue to operate the Business as
presently conducted following the completion of the transactions
contemplated by this Agreement.
(22) The Contracts.
(a) The Corporation is not a party to or bound by any outstanding or
executory agreement, contract or commitment, whether written or
oral, except for the Contracts. Complete and correct copies of
each of the Contracts have been provided to the Purchaser.
(b) The Corporation, its shareholder and board of directors, as the
case may be, have taken all necessary or desirable actions, steps
and corporate and other proceedings to approve or authorize,
validly and effectively, the entering into of, and the execution,
delivery and performance of, the Contracts and the performance of
the obligations of the Corporation thereunder.
(c) Each of the Contracts is a legal, valid and binding obligation of
the Corporation, enforceable against it in accordance with its
terms subject to: (i) bankruptcy, insolvency, moratorium,
reorganization and other laws relating to or affecting the
enforcement of creditors' rights generally; and (ii) the fact that
equitable remedies, including the remedies of specific performance
and injunction, may only be granted in the discretion of a court.
(d) The Corporation is not, and has never been, in default or breach
of any of its obligations under any one or more of the Contracts
and there exists no state of facts which, after notice or lapse
of time or both, would constitute such a default or breach.
(e) All of the Contracts are now in good standing and in full force
and effect without amendment thereto, the Corporation is
entitled to all benefits thereunder and, to the best of the
knowledge of the Vendor, the other party to such Contracts is
not in default or breach of any of its obligations thereunder.
To the best of the knowledge of the Vendor, the Corporation has
not and has never taken any steps to render the Contracts null and
void.
(23) Employees. The Corporation does not have any employees.
(24) Compliance with Laws. The Corporation is not in violation of any
federal, provincial, municipal or other law, regulation or order of
any government or governmental or regulatory authority, domestic or
foreign, including, without limitation, any law, regulation or order
relating to the Business.
(25) Copies of Documents. Complete and correct copies (including all
amendments) of all contracts, leases and other documents referred to
in this Agreement or any Schedule hereto or required to be disclosed
hereby have been delivered to the Purchaser.
(26) Disclosure. No representation or warranty contained in this Section
3.01, and no statement contained in any Schedule, certificate, list,
summary or other disclosure document provided or to be provided to
the Purchaser pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of
a material fact, or omits or will omit to state any material fact
which is necessary in order to make the statements contained therein
not misleading.
Representations and Warranties by the Purchaser
3.02 The Purchaser hereby represents and warrants to the Vendor as follows,
and confirms that the Vendor is relying upon the accuracy of each of such
representations and warranties in connection with the sale of the Purchased
Shares and the completion of the other transactions hereunder:
(1) Corporate Authority and Binding Obligation. The Purchaser is a
corporation duly incorporated and validly subsisting in all respects
under the laws of its jurisdiction of incorporation. The Purchaser
has good right, full corporate power and absolute authority to enter
into this Agreement, to purchase the Purchased Shares from the Vendor
in the manner contemplated herein, to issue the GSAT Shares and to
perform all of the Purchaser's obligations under this Agreement. The
Purchaser and its board of directors have taken all necessary or
desirable actions, steps and corporate and other proceedings to
approve or authorize, validly and effectively, the entering into of,
and the execution, delivery and performance of, this Agreement, the
issuance of the GSAT Shares and the purchase of the Purchased Shares
by the Purchaser from the Vendor. This Agreement is a legal, valid and
binding obligation of the Purchaser, enforceable against it in
accordance with its terms subject to: (i) bankruptcy, insolvency,
moratorium, reorganization and other laws relating to or affecting
the enforcement of creditors' rights generally; and (ii) the fact
that equitable remedies, including the remedies of specific performance
and injunction, may only be granted in the discretion of a court.
(2) Contractual and Regulatory Approvals. The Purchaser is not under any
obligation, contractual or otherwise, to request or obtain the consent
of any person, and no permits, licenses, certifications, authorizations
or approvals of, or notifications to, any federal, provincial,
municipal or local government or governmental agency, board,
commission or authority are required to be obtained by the Purchaser:
(a) in connection with the execution, delivery or performance by the
Purchaser of this Agreement or the completion of any of the
transactions contemplated herein; or
(b) to avoid the loss of any permit, licence, certification or other
authorization.
(3) Compliance with Constating Documents, Agreements and Laws. The
execution, delivery and performance of this Agreement and each of
the other agreements contemplated or referred to herein by the
Purchaser, and the completion of the transactions contemplated hereby,
will not constitute or result in a violation or breach of or default
under:
(a) any term or provision of any of the articles, by-laws or other
constating documents of the Purchaser;
(b) the terms of any indenture, agreement (written or oral), instrument
or understanding or other obligation or restriction to which the
Purchaser is a party or by which it is bound; or
(c) any term or provision of any licenses, registrations or
qualification of the Purchaser or any order of any court,
governmental authority or regulatory body or any applicable law
or regulation of any jurisdiction.
(4) No Other Purchase Agreements. Other than the agreement dated April 4,
1997 between the Purchaser and 21st Century Healthcare Inc., no person
has any agreement, option, understanding or commitment, or any right or
privilege (whether by law, preemptive or contractual) capable of
becoming an agreement, option or commitment, including convertible
securities, warrants or convertible obligations of any nature, for:
(a) the purchase, subscription, allotment or issuance of, or conversion
into, any of the unissued shares in the capital of the Purchaser or
any securities of the Purchaser; or
(b) the purchase from the Purchaser of any of the GSAT Shares.
(5) Status, Constating Documents and Licenses.
(a) The Purchaser is a corporation duly incorporated and validly
subsisting in all respects under the laws of its jurisdiction of
incorporation. The Purchaser has all necessary corporate power
to own its properties and to carry on its business as it is now
being conducted.
(b) The articles, by-laws and other constating documents of the
Purchaser, as amended to the date hereof, are listed in Schedule
"E" attached hereto and complete and correct copies of each of
those documents have been delivered to the Vendor.
(c) The Purchaser is duly licensed, registered and qualified as a
corporation to do business, is up-to-date in the filing of all
required corporate returns and other notices and filings and is
otherwise in good standing in all respects, in each jurisdiction
in which:
(i) it owns or leases property; or
(ii) the nature or conduct of its business or any part thereof,
or the nature of the property of the Purchaser or any part
thereof, makes such qualification necessary or desirable
to enable the business to be carried on as now conducted
or to enable the property and assets of the Purchaser to
be owned, leased and operated by it.
The Purchaser is duly registered under the Securities Exchange Act
of 1934 and is not in default thereunder.
(6) Corporate Records. The corporate records and minute books of the
Purchaser, from the period January 18, 1996 to the present, contain
complete and accurate minutes of all meetings of the directors and
shareholders of the Corporation held during such period, and original
signed copies of all resolutions and by-laws duly passed or confirmed
by the directors or shareholders of the Corporation other than at a
meeting. All such meetings were duly called and held. All exigible
security transfer tax or similar tax payable in connection with the
transfer of any securities of the Corporation has been duly paid.
(7) Authorized and Issued Capital. The authorized capital of the Purchaser
consists of 15,000,000 shares of common stock, of which 5,493,676 shares
(after the issuance of 750,000 shares to 21st Century Healthcare Inc.)
have been duly issued and are outstanding as fully paid and non-
assessable shares. No shares or other securities of the Purchaser have
been issued in violation of any laws, the articles of incorporation,
by-laws or other constating documents of the Corporation or the terms
of any shareholders' agreement or any agreement to which the Corporation
is a party or by which it is bound.
(8) Shareholders Agreements, Etc. To the best of the knowledge of the
Purchaser, there are no shareholders' agreements, pooling agreements,
voting trusts or other similar agreements with respect to the ownership
or voting of any of the shares of the Purchaser.
(9) Liabilities of the Corporation. At the Closing Time, there will be no
material liabilities (contingent or otherwise) or obligations of the
Purchaser of any kind whatsoever, and there will be no basis for
assertion against the Purchaser of any material liabilities of any
kind. At such time, the Purchaser will not be a party to or bound by
any agreement of guarantee, indemnification, assumption or endorsement
or any other like commitment of the obligations, liabilities (contingent
or otherwise) or indebtedness of any person.
(10) Indebtedness. At the Closing Time, the Purchaser will have no bonds,
debentures, mortgages, promissory notes or other indebtedness and will
not be under any obligation to create or issue any bonds, debentures,
mortgages, promissory notes or other indebtedness.
(11) Commitments for Capital Expenditures. The Purchaser is not committed to
make any capital expenditures, nor have any capital expenditures been
authorized by the Purchaser.
(12) Dividends and Distributions. Since September 30, 1996, the Purchaser
has not declared or paid any dividend or made any other distribution on
any of its shares of any class, or redeemed or purchased or otherwise
acquired any of its shares of any class, or reduced its authorized
capital or issued capital, or agreed to do any of the foregoing.
(13) Tax Matters.
(a) The Purchaser has duly and on a timely basis prepared and filed
all tax returns and other documents required to be filed by it in
respect of all Governmental Charges and such returns and
documents are complete and correct.
(b) The Purchaser has paid all Governmental Charges which are due and
payable by it on or before the date hereof.
(c) There are no actions, suits, proceedings, investigations,
enquiries or claims now pending or made or, to the best of the
knowledge of the Purchaser, threatened against the Purchaser in
respect of Governmental Charges.
(d) There are no agreements, waivers or other arrangements providing
for any extension of time with respect to the filing of any tax
return or other document or the payment of any Governmental
Charges by the Purchaser or the period for any assessment or
reassessment of Governmental Charges.
(e) The Purchaser has withheld from each amount paid or credited to
any person the amount of Governmental Charges required to be
withheld therefrom and has remitted such Governmental Charges
to the proper tax or other receiving authorities within the
time required under applicable legislation.
(14) Litigation. There are no actions, suits or proceedings, judicial or
administrative (whether or not purportedly on behalf of the Purchaser)
pending or, to the best of the knowledge of the Purchaser, threatened,
by or against or affecting the Purchaser, at law or in equity, or
before or by any court or any federal, provincial, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
(15) Title to Assets. The Purchaser is the owner of and has good and
marketable title to all of its properties and assets, free and clear
of all Encumbrances whatsoever. No other person owns any assets which
are being used in its business. There are no agreements or commitments
to purchase property or assets by the Purchaser.
(16) Deposit Accounts and Safe Deposit Boxes of the Purchaser. The name and
address of each bank, trust company or similar institution with which
the Purchaser has one or more accounts or one or more safe deposit
boxes, the number of each such account and safe deposit box and the
names of all persons authorized to draw thereon or to have access
thereto are as set forth in Schedule "F" attached hereto.
(17) Accounts Receivable and Inventory. There are no accounts receivable of
the Purchaser and the Purchaser has no inventory.
(18) Real and Leased Property. The Purchaser does not own or have any
right, title or interest in any real property. The Purchaser is not
the lessee under any lease of personal property.
(19) Subsidiaries and Other Interests. At the Closing Time, unless
otherwise agreed by the parties hereto, the Purchaser will have no
subsidiaries and will not own any securities issued by, or any equity
or ownership interest in, any other person. At such time, the
Purchaser will not be subject to any obligation to make any investment
in or to provide funds by way of loan, capital contribution or
otherwise to any person.
(20) Partnerships or Joint Ventures. At the Closing Time, unless otherwise
agreed by the parties hereto, the Purchaser will not be a partner or
participant in any partnership, joint venture, profit-sharing
arrangement or other association of any kind and will not be a party
to any agreement under which the Purchaser agrees to carry on any
part of the Business or any other activity in such manner or by which
the Purchaser agrees to share any revenue or profit with any other
person.
(21) Restrictions on Doing Business. The Purchaser is not a party to or
bound by any agreement which would restrict or limit its right to
carry on any business or activity or to solicit business from any
person or in any geographical area or otherwise to conduct its
business as the Purchaser may determine. The Purchaser is not subject
to any legislation or any judgment, order or requirement of any court
or governmental authority which is not of general application to
persons carrying on a business similar to the business of the
Purchaser. To the best of the knowledge of the Purchaser, there are
no facts or circumstances which could materially adversely affect
the ability of the Purchaser to continue to operate its business as
presently conducted following the completion of the transactions
contemplated by this Agreement.
(22) Employees. The Purchaser does not have any employees.
(23) Compliance with Laws. The Purchaser is not in violation of any
federal, provincial, municipal or other law, regulation or order of
any government or governmental or regulatory authority, domestic or
foreign, including, without limitation, any law, regulation or order
relating to its business.
(24) Copies of Documents. Complete and correct copies (including all
amendments) of all contracts, leases and other documents referred to
in this Agreement or any Schedule hereto or required to be disclosed
hereby have been delivered to the Vendor.
(25) Disclosure. No representation or warranty contained in this Section
3.02, and no statement contained in any Schedule, certificate, list,
summary or other disclosure document provided or to be provided to the
Vendor pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of a
material fact, or omits or will omit to state any material fact which
is necessary in order to make the statements contained therein not
misleading.
ARTICLE 4
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES
Survival of Warranties by the Vendor
4.01 The representations and warranties made by the Vendor and contained in
this Agreement, or contained in any document or certificate given in order to
carry out the transactions contemplated hereby, will survive the closing of the
purchase of the Purchased Shares provided for herein and, notwithstanding such
closing or any investigation made by or on behalf of the Purchaser or any
other person or any knowledge of the Purchaser or any other person, shall
continue in full force and effect for the benefit of the Purchaser, subject
to the following provisions of this section.
(a) Except as provided in paragraph (b) of this section, no
Warranty Claim may be made or brought by the Purchaser after
the date which is two (2) years following the Closing Date.
(b) Any Warranty Claim which is based upon or relates to the title
to the Purchased Shares or which is based upon intentional
misrepresentation or fraud by the Vendor may be made or
brought by the Purchaser at any time.
After the expiration of the period of time referred to in paragraph (a) of this
section, the Vendor will be released from all obligations and liabilities in
respect of the representations and warranties made by the Vendor and contained
in this Agreement or in any document or certificate given in order to carry
out the transactions contemplated hereby, except with respect to any Warranty
Claims made by the Purchaser in writing prior to the expiration of such period
and subject to the rights of the Purchaser to make any claim permitted by
paragraph (b) of this section.
Survival of Warranties by Purchaser
4.02 The representations and warranties made by the Purchaser and contained
in this Agreement or contained in any document or certificate given in order to
carry out the transactions contemplated hereby will survive the closing of the
purchase and sale of the Purchased Shares provided for herein and,
notwithstanding such closing or any investigation made by or on behalf of the
Vendor or any other person or any knowledge of the Vendor or any other person,
shall continue in full force and effect for the benefit of the Vendor, provided
that no Warranty Claim may be made or brought by the Vendor after the date which
is two (2) years following the Closing Date.
ARTICLE 5
COVENANTS
Covenants by the Vendor
5.01 The Vendor hereby covenants to the Purchaser that he will do or cause
to be done the following:
(1) Investigation of Business and Examination of Documents. During the
Interim Period, and immediately following execution of this Agreement,
the Vendor will provide and will cause the Corporation to provide access
to, and will permit the Purchaser, through its representatives, to make
such investigation of, the operations, assets and records of the
Corporation and of its financial and legal condition as the Purchaser
deems necessary or advisable to familiarize itself with such operations,
assets, records and other matters. Without limiting the generality of
the foregoing, during the Interim Period, the Vendor will produce for
inspection and provide copies to the Purchaser of:
(a) all agreements and other documents referred to in Section 3.01 hereof
or in any of the Schedules attached hereto including, without
limitation, the Contracts, and all other contracts, leases, licenses,
title documents, title opinions, insurance policies, information
relating to customers and suppliers of the Corporation, documents
relating to all indebtedness, documents relating to legal or
administrative proceedings and all other documents of or in the
possession of the Corporation or relating to the Business;
(b) all minute books, share certificate books, registers of security
holders, registers of transfers of securities, registers of directors
and other corporate documents of the Corporation;
(c) all books, records, accounts, tax returns and financial statements of
the Corporation; and
(d) all other information which, in the reasonable opinion of the
Purchaser's representatives, is required in order to make an
examination of the Corporation and the Business.
Such investigations and inspections shall not mitigate or affect the
representations and warranties of the Vendor hereunder, which shall
continue in full force and effect.
(2) Conduct of Business. Except as contemplated by this Agreement or with the
prior written consent of the Purchaser, during the Interim Period the
Vendor will, and will cause the Corporation to:
(a) operate the Business only in the ordinary course thereof, consistent
with past practices;
(b) take all actions within their control to ensure that the
representations and warranties in Section 3.01 hereof remain true and
correct at the Closing Time, with the same force and effect as if
such representations and warranties were made at and as of the
Closing Time, and to satisfy or cause to be satisfied the conditions
in Section 6.01 hereof;
(c) promptly advise the Purchaser of any facts that come to their
attention which would cause any of the Vendor's representations and
warranties herein contained to be untrue in any respect;
(d) take all action to preserve the Business and the goodwill of the
Corporation and its relationships with the parties to the Contracts
and others having business dealings with it and to maintain in full
force and effect all agreements to which the Corporation is a
party, and take all other action reasonably requested by the
Purchaser in order that the Business and the condition of the
Corporation will not be impaired during the Interim Period;
(e) promptly advise the Purchaser in writing of any material adverse
change in the Business or the condition of the Corporation during
the Interim Period;
(f) maintain the books, records and accounts of the Corporation in the
ordinary course and record all transactions on a basis consistent with
past practice;
(g) ensure that the Corporation does not create, incur or assume any debt
(including obligations in respect of leases) or create any Encumbrance
upon any of its properties or assets or guarantee or otherwise become
liable for the obligations of any other person or make any loans or
advances to any person;
(h) ensure that the Corporation does not sell or otherwise dispose of any
of its assets;
(i) ensure that the Corporation does not terminate or waive any right of
value of the Business;
(j) ensure that the Corporation does not make any capital expenditures;
(k) maintain the inventories of the Business in accordance with past
practice;
(l) keep in full force all of the Corporation's current insurance
policies;
(m) take all actions within their control to ensure that the Corporation
performs all of its obligations falling due during the Interim Period
under all agreements to which the Corporation is a party or by which
it is bound including, without limitation, the Contracts;
(n) not take any action to amend the articles of incorporation or by-laws
of the Corporation; and
(o) ensure that the Corporation does not declare or pay any dividends,
redeem or repurchase any shares in the capital of the Corporation or
make any other distributions in respect of the shares of the
Corporation.
(3) Transfer of Purchased Shares. At or before the Closing Time, the Vendor
will cause all necessary steps and corporate proceedings to be taken in
order to permit the Purchased Shares to be duly and regularly transferred
to the Purchaser.
(4) Election of Directors. At or before the Closing Time, the Vendor will
cause each of Lee A. Greenspoon and Allen H. Ingles to be elected as
directors of the Corporation and shall promptly notify the Registrar of
Companies of same (such that, following the Closing Time, the board of
directors of the Corporation shall be composed of the Vendor, Lorie W.
Lovejoy, Lee A. Greenspoon and Allen H. Ingles).
(5) Management Agreement. At the Closing Time, the Vendor will execute and
deliver, and will cause Slalom Management Ltd. to execute and deliver, to
the Corporation a management agreement in the form of the draft agreement
attached hereto as Schedule "G".
Covenants by the Purchaser
5.02 The Purchaser covenants to the Vendor that it will do or cause to be
done the following:
(1) Confidentiality. Prior to the Closing Time and, if the transaction
contemplated hereby is not completed, at all times after the Closing
Time, the Purchaser will keep confidential all information obtained by
it relating to the Corporation and the Business, except such information
which: (i) prior to the date hereof was already in the possession of the
Purchaser, as demonstrated by written records; (ii) is generally available
to the public, other than as a result of a disclosure by the Purchaser; or
(iii) is made available to the Purchaser on a non-confidential basis from
a source other than the Vendor or his representatives. The Purchaser
further agrees that such information will be disclosed only to those of
its employees and representatives of its advisors who need to know such
information for the purposes of evaluating and implementing the
transaction contemplated hereby. Notwithstanding the foregoing provisions
of this paragraph, the obligation to maintain the confidentiality of such
information will not apply to the extent that disclosure of such
information is required in connection with governmental or other
applicable filings relating to the transactions hereunder, provided that,
in such case, unless the Vendor otherwise agrees, the Purchaser will, if
possible, request confidentiality in respect of such governmental or other
filings.
(2) Conduct of Business. Except as contemplated by this Agreement or with the
prior written consent of the Vendor, during the Interim Period the
Purchaser will:
(a) operate its business only in the ordinary course thereof,
consistent with past practices (except to the extent the
Purchaser is required to comply with subparagraph 5.02(5)
hereof);
(b) take all actions within its control to ensure that the
representations and warranties in Section 3.01 hereof remain true
and correct at the Closing Time, with the same force and effect as
if such representations and warranties were made at and as of the
Closing Time, and to satisfy or cause to be satisfied the
conditions in Section 6.01 hereof;
(c) promptly advise the Vendor of any facts that come to its attention
which would cause any of the Purchaser's representations and
warranties herein contained to be untrue in any respect;
(d) except to the extent the Purchaser is required to comply with
subparagraph 5.02(5) hereof, promptly advise the Vendor in writing
of any material adverse change in the business or the condition of
the Purchaser during the Interim Period;
(e) maintain the books, records and accounts of the Purchaser in the
ordinary course and record all transactions on a basis consistent
with past practice;
(f) ensure that the Purchaser does not create, incur or assume any debt
(including obligations in respect of leases) or create any
Encumbrance upon any of its properties or assets or guarantee or
otherwise become liable for the obligations of any other person or
make any loans or advances to any person;
(g) except to the extent the Purchaser is required to comply with
subparagraph 5.02(5) hereof, ensure that the Purchaser does not
sell or otherwise dispose of any of its assets;
(h) ensure that the Corporation does not make any capital
expenditures;
(i) except to the extent the Purchaser is required to comply with
subparagraph 5.02(5) hereof, take all actions within its control to
ensure that the Purchaser performs all of its obligations falling
due during the Interim Period under all agreements to which the
Corporation is a party or by which it is bound;
(j) not take any action to amend the articles of incorporation or by-
laws of the Corporation; and
(k) ensure that the Corporation does not declare or pay any dividends,
redeem or repurchase any shares in the capital of the Corporation
or make any other distributions in respect of the shares of the
Corporation.
(3) Transfer of Purchased Shares. At or before the Closing Time, the Purchaser
will cause all necessary steps and corporate proceedings to be taken in
order to permit the GSAT Shares to be duly and regularly transferred to
the Vendor.
(4) Resignation of Officers and Directors and Appointment of Nominees. At or
before the Closing Time, the Purchaser will cause Mel B. Greenspoon and
Allan Greenspoon to submit their written resignations as directors and
officers of the Purchaser which will be effective at the Closing Time.
The Purchaser will also take such steps as are required in order that each
of Allen H. Ingles, Lorie W. Lovejoy and the Vendor are appointed to the
board of directors of the Purchaser as soon as practicable following the
Closing Time (such that, following the Closing Time, the board of
directors of the Purchaser shall be composed of the Vendor, Lorie W.
Lovejoy, Allan Ingles, Lee A. Greenspoon and Daryl Lustig).
(5) Assets and Liabilities. At the Closing Time, the Purchaser shall have no
material assets and no material liabilities other than legal, accounting or
other professional fees and expenses which are necessary to give effect to
the transactions contemplated hereby. The Purchaser covenants and agrees
to use its reasonable best efforts to keep the such fees and expenses below
$30,000.
(6) Management Agreement. Immediately following the Closing Time, the
Purchaser will cause the Corporation to execute and deliver to Slalom
Investments Ltd. and the Vendor a management agreement in the form of the
draft agreement attached hereto as Schedule "G"
ARTICLE 6
CONDITIONS
Conditions to the Obligations of the Purchaser
6.01 Notwithstanding anything herein contained, the obligation of the
Purchaser to complete the transactions provided for herein will be subject to
the fulfilment of the following conditions at or prior to the Closing Time,
and the Vendor covenants to use his best efforts to ensure that such conditions
are fulfilled.
(1) Due Diligence Review. The Purchaser shall be satisfied, acting reasonably,
in its sole discretion, following the carrying out of a due diligence
review of the Corporation as described in Subsection 5.01(1) hereof, as
the Purchaser deems appropriate.
(2) Accuracy of Representations and Warranties and Performance of Covenants.
The representations and warranties of the Vendor contained in this
Agreement or in any documents delivered in order to carry out the
transactions contemplated hereby shall be true and accurate on the date
hereof and at the Closing Time with the same force and effect as though
such representations and warranties had been made as of the Closing Time
(regardless of the date as of which the information in this Agreement or
in any Schedule or other document made pursuant hereto is given). In
addition, the Vendor shall have complied with all covenants and agreements
herein agreed to be performed or caused to be performed by him at or prior
to the Closing Time. In addition, the Vendor shall have delivered to the
Purchaser a certificate in the form of Schedule "H" attached hereto
confirming that the facts with respect to each of such representations
and warranties by the Vendor are as set out herein at the Closing Time and
that the Vendor has performed all covenants required to be performed by
them hereunder.
(3) Material Adverse Changes. During the Interim Period, there will have been
no change in the Business or the Condition of the Corporation, howsoever
arising. Without limiting the generality of the foregoing, during the
Interim Period, none of the parties to the Contracts will have ceased,
or advised the Corporation or the Purchaser of their intention to cease,
selling or doing business with the Corporation.
(4) No Restraining Proceedings. No order, decision or ruling of any court,
tribunal or regulatory authority having jurisdiction shall have been made,
and no action or proceeding shall be pending or threatened which, in the
opinion of counsel to the Purchaser, is likely to result in an order,
decision or ruling:
(a) to disallow, enjoin, prohibit or impose any limitations or conditions
on the purchase and sale of the Purchased Shares and the GSAT Shares
contemplated hereby, the right of the Purchaser to own the Purchased
Shares or the right of the Vendor to own the GSAT Shares; or
(b) to impose any limitations or conditions which may have an adverse
affect on the Business or the condition of the Corporation.
(5) Consentss. All consents required to be obtained in order to carry out the
transactions contemplated hereby in compliance with all laws and agreements
binding upon the parties hereto shall have been obtained.
(6) Releases by Directors and Officers. At the Closing Time, each person who
is a director or officer of the Corporation and the Purchaser who is
resigning as such shall have executed and delivered a full and final
release to the Corporation and the Purchaser, as the case may be, a release
in form satisfactory to the Vendor and the Purchaser, acting reasonably.
(7) Opinion of Vendor's Counsel. At the Closing Time, the Purchaser shall have
received an opinion of legal counsel for the Vendor, in form satisfactory
to the Purchaser, acting reasonably, opinion may rely on certificates of
one or more senior officers of the Vendor and the Corporation as to
factual matters.
Waiver or Termination by Purchaser
6.02 The conditions contained in Section 6.01 hereof are inserted for the
exclusive benefit of the Purchaser and may be waived in whole or in part by the
Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser
of any condition or any part of any condition shall constitute a waiver only of
such condition or such part of such condition, as the case may be, and shall
not constitute a waiver of any covenant, agreement, representation or warranty
made by the Vendor herein that corresponds or is related to such condition or
such part of such condition, as the case may be. If any of the conditions
contained in Section 6.01 hereof are not fulfilled or complied with as herein
provided, the Purchaser may, at or prior to the Closing Time at its option,
rescind this Agreement by notice in writing to the Vendor and in such event
the Purchaser shall be released from all obligations hereunder and, unless the
condition or conditions which have not been fulfilled are reasonably capable of
being fulfilled or caused to be fulfilled by the Vendor or the Corporation, then
the Vendor shall also be released from all obligations hereunder.
Conditions to the Obligations of the Vendor
6.03 Notwithstanding anything herein contained, the obligations of the
Vendor to complete the transactions provided for herein will be subject to the
fulfilment of the following conditions at or prior to the Closing Time, and the
Purchaser will use its best efforts to ensure that such conditions are
fulfilled.
(1) Accuracy of Representations and Warranties and Performance of Covenants.
The representations and warranties of the Purchaser contained in this
Agreement or in any documents delivered in order to carry out the
transactions contemplated hereby will be true and accurate on the date
hereof and at the Closing Time with the same force and effect as though
such representations and warranties had been made as of the Closing Time
(regardless of the date as of which the information in this Agreement or
any such Schedule or other document made pursuant hereto is given). In
addition, the Purchaser shall have complied with all covenants and
agreements herein agreed to be performed or caused to be performed by it
at or prior to the Closing Time. In addition, the Purchaser shall have
delivered to the Vendor a certificate in the form of Schedule "J" attached
hereto confirming that the facts with respect to each of the
representations and warranties of the Purchaser are as set out herein at the
Closing Time and that the Purchaser has performed each of the covenants
required to be performed by it hereunder.
(2) No Restraining Proceedings. No order, decision or ruling of any court,
tribunal or regulatory authority having jurisdiction shall have been made,
and no action or proceeding shall be pending or threatened which, in the
opinion of counsel to the Vendor, is likely to result in an order, decision
or ruling, to disallow, enjoin or prohibit the purchase and sale of the
Purchased Shares or the GSAT Shares contemplated hereby.
(3) Consents. All consents required to be obtained in order to carry out the
transactions contemplated hereby in compliance with all laws and agreements
binding upon the parties hereto shall have been obtained.
(4) Certificate re: Issued and Outstanding Shares. The Vendor will have
received a certificate from the registrar and transfer agent of the
Purchaser dated as of the Closing Date setting forth the number of issued
and outstanding shares of common stock of the Purchaser as of such date.
Waiver or Termination by Vendor
6.04 The conditions contained in Section 6.03 hereof are inserted for the
exclusive benefit of the Vendor and may be waived in whole or in part by the
Vendor at any time. The Purchaser acknowledges that the waiver by the Vendor
of any condition or any part of any condition shall constitute a waiver only
of such condition or such part of such condition, as the case may be, and
shall not constitute a waiver of any covenant, agreement, representation or
warranty made by the Purchaser herein that corresponds or is related to such
condition or such part of such condition, as the case may be. If any of the
conditions contained in Section 6.03 hereof are not fulfilled or complied with
as herein provided, the Vendor may, at or prior to the Closing Time at their
option, rescind this Agreement by notice in writing to the Purchaser and in
such event the Vendor shall be released from all obligations hereunder and,
unless the condition or conditions which have not been fulfilled are reasonably
capable of being fulfilled or caused to be fulfilled by the Purchaser, then the
Purchaser shall also be released from all obligations hereunder.
ARTICLE 7
CLOSING
Closing Arrangements
7.01 Subject to the terms and conditions hereof, the transactions
contemplated herein shall be closed the Closing Time at Anderson Square
Building, George Town, Grand Cayman, Cayman Islands, B.W.I., or at such other
place or places as may be mutually agreed upon by the Vendor and the Purchaser.
Documents to be Delivered
7.02 At or before the Closing Time, the Vendor shall execute, or cause to
be executed, and shall deliver, or cause to be delivered, to the Purchaser all
documents, instruments and things which are to be delivered by the Vendor
pursuant to the provisions of this Agreement, (including, without limitation,
the Purchased Shares) and the Purchaser shall execute, or cause to be executed,
and shall deliver, or cause to be delivered, to the Vendor all documents,
instruments and things which the Purchaser is to deliver or to cause to be
delivered pursuant to the provisions of this Agreement (including, without
limitation, the GSAT Shares).
ARTICLE 8
INDEMNIFICATION
Indemnity by the Vendor
8.01 (a) The Vendor hereby agrees to indemnify and save the Purchaser harmless
from and against any claims, demands, actions, causes of action, damage, loss,
deficiency, cost, liability and expense which may be made or brought against the
Purchaser or which the Purchaser may suffer or incur as a result of, in respect
of or arising out of:
(i) any non-performance or non-fulfilment of any covenant or agreement
on the part of the Vendor contained in this Agreement or in any
document given in order to carry out the transactions contemplated
hereby; and
(ii) any material misrepresentation, inaccuracy, incorrectness or breach
of any representation or warranty made by the Vendor contained in
this Agreement or contained in any document or certificate given in
order to carry out the transactions contemplated hereby.
(b) The obligations of indemnification by the Vendor pursuant to paragraph
(a) of this section will be subject to the limitations referred to in
Section 4.01 hereof with respect to the survival of the
representations and warranties by the Vendor.
Indemnity by the Purchaser
8.02 (a) The Purchaser hereby agrees to indemnify and save the Vendor harmless
from and against any claims, demands, actions, causes of action, damage, loss,
deficiency, cost, liability and expense which may be made or brought against
the Vendor or which the Vendor may suffer or incur as a result of, in respect
of or arising out of:
(i) any non-performance or non-fulfilment of any covenant or agreement
on the part of the Purchaser contained in this Agreement or in any
document given in order to carry out the transactions contemplated
hereby; and
(ii) any material misrepresentation, inaccuracy, incorrectness or breach
of any representation or warranty made by the Purchaser contained in
this Agreement or contained in any document or certificate given in
order to carry out the transactions contemplated hereby.
(b) The obligations of indemnification by the Purchaser pursuant to
paragraph (a) of this section will be subject to the limitations
referred to in Section 4.02 hereof with respect to the survival of
the representations and warranties by the Purchaser.
ARTICLE 9
GENERAL PROVISIONS
Further Assurances
9.01 Each of the Vendor and the Purchaser hereby covenants and agrees that
at any time and from time to time after the Closing Date it will, upon the
request of the others, do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged and delivered all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be required for the
better carrying out and performance of all the terms of this Agreement.
Notices
9.02 Any notice, designation, communication, request, demand or other
document, required or permitted to be given or sent or delivered hereunder to
any party hereto shall be in writing and shall be sufficiently given or sent
or delivered if it is:
(a) delivered personally to an officer or director of such party;
(b) sent to the party entitled to receive it by registered mail,
postage prepaid; or
(c) sent by telecopy machine.
Notices shall be sent to the following addresses or telecopy numbers:
(i) in the case of the Vendor,
Richard Schapler
c/o P.O. Box 866
Anderson Square Building
George Town, Grand Cayman
Cayman Islands, B.W.I.
Telecopier: (345) 947-7901
(ii) in the case of the Purchaser,
Globesat Holding Corp.
BCE Place, Box 754
181 Bay Street, Suite 1800
Toronto, Ontario M5J 2T9
Attention: Avi S. Greenspoon
Telecopier: (416) 863-1515
or to such other address or telecopier number as the party entitled to or
receiving such notice, designation, communication, request, demand or other
document shall, by a notice given in accordance with this section, have
communicated to the party giving or sending or delivering such notice,
designation, communication, request, demand or other document.
Any notice, designation, communication, request, demand or other document given
or sent or delivered as aforesaid shall:
(d) if delivered as aforesaid, be deemed to have been given, sent,
delivered and received on the date of delivery;
(e) if sent by mail as aforesaid, be deemed to have been given, sent,
delivered and received (but not actually received) on the fourth
Business Day following the date of mailing, unless at any time
between the date of mailing and the fourth Business Day
thereafter there is a discontinuance or interruption of regular
postal service, whether due to strike or lockout or work
slowdown, affecting postal service at the point of dispatch or
delivery or any intermediate point, in which case the same shall
be deemed to have been given, sent, delivered and received in the
ordinary course of the mails, allowing for such discontinuance or
interruption of regular postal service; and
(f) if sent by telecopy machine, be deemed to have been given, sent,
delivered and received on the date the sender receives the
telecopy answer back confirming receipt by the recipient.
Counterparts
9.03 This Agreement may be executed in several counterparts, each of which
so executed shall be deemed to be an original, and such counterparts together
shall constitute but one and the same instrument.
Expenses of Parties
9.04 Each of the parties hereto shall bear all expenses incurred by it in
connection with this Agreement including, without limitation, the charges of
their respective counsel, accountants, financial advisors and finders.
Brokerage and Finder's Fees
9.05 The Vendor agrees to indemnify the Purchaser and the Corporation and
hold each of them harmless in respect of any claim for brokerage or other
commissions relative to this Agreement or the transactions contemplated hereby
which is caused by actions of the Vendor or any of his affiliates. The
Purchaser will indemnify the Vendor and hold him harmless in respect of any
claim for brokerage or other commissions relative to this Agreement or to the
transactions contemplated hereby which is caused by actions of the Purchaser
or any of its affiliates.
Announcements
9.06 No announcement with respect to this Agreement will be made by any
party hereto without the prior approval of the other parties. The foregoing
will not apply to any announcement by any party required in order to comply
with laws pertaining to timely disclosure, provided that such party consults
with the other parties before making any such announcement.
Assignment
9.07 This rights of the Vendor and Purchaser hereunder shall not be
assignable without the written consent of the other party.
Successors and Assigns
9.08 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective heirs, legal representatives, executors,
trustees, successors and permitted assigns, as the case may be. Nothing herein,
express or implied, is intended to confer upon any person, other than the
parties hereto and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
Entire Agreement
9.09 This Agreement and the Schedules referred to herein constitute the
entire agreement between the parties hereto and supersede all prior agreements,
representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the
subject matter hereof. None of the parties hereto shall be bound or charged
with any oral or written agreements, representations, warranties, statements,
promises, information, arrangements or understandings not specifically set
forth in this Agreement or in the Schedules, documents and instruments to be
delivered on or before the Closing Date pursuant to this Agreement. The
parties hereto further acknowledge and agree that, in entering into this
Agreement and in delivering the Schedules, documents and instruments to be
delivered on or before the Closing Date, they have not in any way relied, and
will not in any way rely, upon any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings,
express or implied, not specifically set forth in this Agreement or in such
Schedules, documents or instruments.
Waiver
9.10 Any party hereto which is entitled to the benefits of this Agreement
may, and has the right to, waive any term or condition hereof at any time on or
prior to the Closing Time; provided, however, that such waiver shall be
evidenced by written instrument duly executed on behalf of such party.
Amendments
9.11 No modification or amendment to this Agreement may be made unless
agreed to by the parties hereto in writing.
Facsimile Transmission
9.12 The parties hereto agree that this Agreement may be transmitted by
facsimile or such similar device and that the reproduction of signatures by
facsimile or such similar device will be treated as binding as if originals
and each party hereto undertakes to provide each and every other party hereto
with a copy of this Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement
under seal as of the day and year first above written.
GLOBESAT HOLDING CORP.
By: /S/ Lee A. Greenspoon
Lee A. Greenspoon
President and Chief Operating Officer
__________________________ By: /S/ Ricard Schapler
Witness RICHARD SCHAPLER
Schedule "A"
CONTRACTS
Reference # Date Party Product Form Total Troy
Ounces
AU/IMS/ May 29, 1997 Dinardo Int'l Au gold 12.5 kilobars 19,288.6
DI-00197 and Dawkins &
Associates
CD001-05-97 May 30, 1997 Gladstone Group Au gold dust or bars 83,900
Inc.
Schedule "B"
CONSTATING DOCUMENTS OF THE CORPORATION
Certificate of Incorporation, Memorandum of Association and Articles of
Association dated January 16, 1995.
Schedule "C"
LICENSES OF THE CORPORATION
Nil
Schedule "D"
DEPOSIT ACCOUNTS AND SAFE DEPOSIT BOXES
OF THE CORPORATION
Bank Accounts
1. EuroCanadian Bank & Trust Co. Ltd.
P.O. Box N3742
Nassau, Bahamas
Custodial Account _______________ (intentionally left blank)
2. Royal Bank of Canada Grand Cayman
P.O. Box 245 George Town
Grand Cayman, Cayman Islands
B.W.I.
Account _______________ (intentionally left blank)
Safety Deposit Bank
Nil
Schedule "E"
CONSTATING DOCUMENTS OF THE PURCHASER
Certificate and Articles of Incorporation of Sure Investment Company dated
November 20, 1980.
Certificate and Articles of Amendment of Sure Investment Company dated November
2, 1987.
Certificate and Articles of Amendment of Globesat Holding Corp. dated April 2,
1990.
By-Laws of Sure Investment Company dated November 21, 1980.
By-Laws of Globesat Holding Corp. dated January 18, 1996.
Schedule "F"
DEPOSIT ACCOUNTS AND SAFE DEPOSIT BOXES
OF THE PURCHASER
Bank Accounts
1. The Toronto-Dominion Bank
Bayview Mall
3276 Bayview Avenue
Willowdale, Ontario
M2K 1G4
U.S. Current Account ____________ (intentionally left blank)
2. The Toronto-Dominion Bank
Bayview Mall
3276 Bayview Avenue
Willowdale, Ontario
M2K 1G4
Account _________________ (intentionally left blank)
Safety Deposit Bank
Nil
Schedule "G"
MANAGEMENT AGREEMENT
THIS AGREEMENT is made and entered into this day of
, 1997, by and between Slalom Investments Ltd. (hereinafter referred to as
"Slalom"), Richard S. Schapler ("Schapler") and International Monetary Services
Inc. (hereinafter referred to as "International");
WHEREAS, Slalom is an exempt Cayman Islands Corporation involved in the
business of providing management services to various corporations; and
WHEREAS, Schapler is the sole shareholder of Slalom; and
WHEREAS, International is an exempt Cayman Islands Corporation involved in the
precious metals industry, on a World Wide Basis, and is desirous of contracting
the management services of Slalom;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, each to the other
in hand paid, the parties agree as follows:
1. During the term of this Agreement and any renewal hereof, Slalom
shall, and Schapler shall cause Slalom to, manage the day-to-day business
affairs of International which, among other things, shall include: mining
contract procurement, contract administration, shipment fundings, all
aspects of banking relative to shipment fundings, banking relationships for
the purpose of procuring the necessary financing for performance guarantees,
management of trading relationships, procurement and management refining
company relationships, and all other things necessary for the day-to-day
conduct of International's business. For greater certainty, during the term of
this Agreement and any renewals hereof Slalom shall make available to
International the services of Schapler in whatever capacity as International
shall reasonably require. Slalom and Schapler shall devote such time and
attention to the business and affairs of International as is reasonably
necessary to discharge their duties hereunder.
2. International shall remunerate Slalom for the management services
described in paragraph 1. hereinabove, at a rate of 10% of the Gross Volume
Discount (as defined in the subject contracts) earned by and paid to
International on all completed shipments relative to all contracts procured.
Said remuneration shall be payable to Slalom immediately upon the completion
of funding of each and every shipment received by International on all
contracts.
3. Slalom further agrees, and Schapler agrees to cause Slalom, to: (a)
conform to all laws, customs and standards of professional ethics and practices
as may be from time to time applicable during the term of this agreement; (b)
keep and maintain or cause to be kept and maintained, appropriate records
relating to all services rendered by Slalom; (c) prepare and attend to all
reports, claims and correspondence necessary in connection with the
performance of Slalom's duties hereunder; (e) strictly adhere to, and be
subject to all policies, rules and regulations that have now or may hereafter
be established by International.
4. The term of this agreement shall be ten (10) years. This agreement
shall renew for like term unless International or Slalom provides ninety (90)
days advance written notice of non-renewal to International on the same terms
and conditions as contained herein. In the event of non-renewal, Slalom shall
continue to be paid on all outstanding contracts until the completion of all
relative contracts, and any renewals thereon, at the same rate as described
in paragraph 2. hereinabove.
5. Slalom, Schapler and International jointly and severally agree that
the non-circumvention regulation as stated in the International Chamber of
Commerce 1993 edition and amendments thereto shall apply to this agreement
as if specifically incorporated into this agreement. The provisions of this
clause shall remain in effect in perpetuity notwithstanding any termination of
this agreement.
6. International, Schapler and Slalom herein agree jointly and severally
to honor and abide by the confidentiality laws of the Cayman Islands, as amended
from time to time, as it pertains to all aspects of the business conducted under
this agreement, and in so doing bind their respective officers, directors,
employees, heirs and assigns to said confidentiality laws.
7. This agreement may not be terminated without the express mutual
written agreement of each of the parties hereto.
8. International and Slalom warrant that they each have full and complete
authority with responsibility to enter into and execute this agreement and bind
their respective principals to the terms, conditions, covenants and agreements
set forth herein.
9. Venue shall be exclusively in the courts of the Cayman Islands. In
the event of litigation between the parties, the prevailing party shall be
awarded legal expenses and costs.
10. Either party may assign its interests and delegate its duties and
responsibilities hereunder, subject to the written consent of the other
parties hereto.
11. This agreement shall be binding upon and enure to the benefit of the
parties, their legal representatives, successors and permitted assigns.
12. All notices, designations, consents, offers, acceptances or other
communications required or allowed to be given hereunder shall be sufficient
if sent to the parties at the addresses set forth below, or other addresses
as either party may hereafter designate in writing, postage prepaid, via
certified or registered mail, return receipt requested, or prepaid telex, cable,
fax or telegram. Such notice shall be deemed given at the time it is received
by the receiving party.
13. This agreement represents the only present understanding between the
parties hereto and any prior agreements, be they oral or written, are deemed
merged herein, and shall be superseded by this agreement.
14. All warranties and representations herein shall survive the closing of
this agreement.
15. This agreement may not be amended, altered or changed in any provision
except by writing duly executed by each party.
16. This agreement shall be construed under the Laws of the Cayman
Islands.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
written above.
INTERNATIONAL MONETARY
SERVICES INC.
P.O. Box 866
Anderson Square Building
George Town, Grand Cayman
Cayman Islands, B.W.I.
Per:
Mr. Richard S. Schapler - Director
SLALOM INVESTMENTS LTD.
P.O. Box 866
Anderson Square Building
George Town, Grand Cayman
Cayman Islands, B.W.I.
Per:
Mr. Richard S. Schapler - Director
____________________________ ___________________________________
Witness RICHARD SCHAPLER
Schedule "H"
CERTIFICATE OF THE VENDOR
TO: GLOBESAT HOLDING CORP. (the "Purchaser")
RE: Share purchase agreement (the "Purchase Agreement") dated n,
1997 between the Purchaser and Richard Schapler
Pursuant to subsection 6.01(2) of the Purchase Agreement, the undersigned
hereby certifies that:
(i) he has made due inquiry and reviewed such agreements, documents
and other documents as may be required in order to give this
certificate;
(ii) the representations and warranties of the undersigned contained
in the Purchase Agreement or in any documents delivered in order to
carry out the transactions contemplated thereby are true and correct
as at the Closing Time (as defined in the Purchase Agreement) with
the same force and effect as though such representations and
warranties had been made as of the Closing Time (regardless of the
date as of which the information in the Purchase Agreement or in any
schedule thereto or other document made pursuant thereto is given);
and
(iii) the undersigned has complied with all covenants and agreements
agreed to be performed or caused to be performed by him in the
Purchase Agreement at or prior to the Closing Time.
DATED this day of June, 1997.
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
)
)
Witness ) RICHARD SCHAPLER
Schedule "I"
INTENTIONALLY DELETED
Schedule "J"
CERTIFICATE OF THE PURCHASER
TO: RICHARD SCHAPLER (the "Vendor")
RE: Share purchase agreement (the "Purchase Agreement") dated n,
1997 between the Vendor and Globesat Holding Corp.
Pursuant to subsection 6.03(1) of the Purchase Agreement, the undersigned
hereby certifies that:
(i) its officer signing this certificate has made due inquiry and
reviewed such agreements, documents and other materials and had
consultations with the other directors and officers of the
undersigned, as applicable, as may be required in order to give this
certificate;
(ii) the representations and warranties of the undersigned contained
in the Purchase Agreement or in any documents delivered in order to
carry out the transactions contemplated thereby are true and correct
as at the Closing Time (as defined in the Purchase Agreement) with
the same force and effect as though such representations and
warranties had been made as of the Closing Time (regardless of the
date as of which the information in the Purchase Agreement or in any
schedule thereto or other document made pursuant thereto is given);
and
(iii) the undersigned has complied with all covenants and
agreements agreed to be performed or caused to be performed by it in
the Purchase Agreement at or prior to the Closing Time.
DATED this day of June, 1997.
GLOBESAT HOLDING CORP.
By:
EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 11th day of June, 1997.
B E T W E E N:
GLOBESAT HOLDING CORP., a corporation incorporated under the
laws of the State of Utah,
(hereinafter referred to as the "Vendor"),
OF THE FIRST PART,
- and -
MEL GREENSPOON, an individual residing in the Province of
Ontario,
(hereinafter referred to as the "Purchaser"),
OF THE SECOND PART.
WHEREAS the Vendor owns all of the issued and outstanding shares in the common
stock of Windsor Acquisition Corp. (the "Purchased Shares");
AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to
purchase the Purchased Shares on the terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements herein contained, it is agreed by and
between the parties hereto as follows:
1. Purchase and Sale of the Purchased Shares
1.1 Subject to the terms and conditions of this agreement, the Vendor
shall sell, assign and transfer unto the Purchaser and the Purchaser shall
purchase from the Vendor all of the Purchased Shares for a purchase price
(the "Purchase Price") equal to the fair market value of the Purchased Shares
as at the date hereof, which the parties have agreed is an aggregate of $1.00.
1.2 The Purchase Price shall be paid and satisfied by the issuance by the
Purchaser to the Vendor of a cheque payable to the Vendor at the Time of Closing
(as hereinafter defined).
2. Adjustment
2.1 It is intended by the parties hereto that the Purchase Price shall be
the fair market value of the Purchased Shares, and the Vendor and the Purchaser
shall have made a reasonable effort to determine the fair market value. In the
event that any taxing authority disputes such fair market value, the parties
hereto agree to adjust the fair market value to an amount that is mutually
agreeable to both the parties hereto and to such taxing authority or
authorities.
3. Representation and Warranties
3.1 The Vendor hereby represents and warrants to the Purchaser as follows
and hereby acknowledges and confirms that the Purchaser is relying on such
representations and warranties in connection with the purchase by the Purchaser
of the Purchased Shares:
(a) the Purchased Shares are beneficially owned by the Vendor with
good and marketable title thereto, free and clear of all mortgages,
liens, charges, pledges, claims, security interests and other
encumbrances whatsoever; and
(b) no person, firm or corporation has any agreement (other than this
agreement) or option or right capable of becoming an agreement or
option for the purchase from the Vendor of the Purchased Shares.
3.2 The Vendor and the Purchaser hereby represent and warrant each to the
other that this agreement has been duly executed and delivered by the respective
party and is a valid and binding obligation enforceable in accordance with its
terms.
4. Covenants
4.1 The Vendor hereby covenants to the Purchaser that it will do or cause
to be done the following:
(a) Transfer of Purchased Shares. At or before the Time of Closing,
the Vendor will cause all necessary steps to be taken in order to
permit the Purchased Shares to be duly and regularly transferred
to the Purchaser.
4.2 The Purchaser covenants to the Vendor that it will do or cause to be
done the following:
5. Closing
5.1 The closing of the purchase and sale of the Purchased Shares shall
take place contemporaneously with the execution of this agreement. The
actual time when such closing is to take place being herein referred to as the
"Time of Closing".
5.2 At the Time of Closing, the Vendor shall deliver to the Purchaser
certificates representing the Purchased Shares duly endorsed in blank for
transfer, in respect of such shares.
6. General
6.1 The covenants, representations and warranties herein contained shall
survive the closing of the purchase and sale of the Purchased Shares herein
provided for and notwithstanding such closing, shall continue in full force
and effect for the respective benefit of the Purchaser and the Vendor, as the
case may be, for a period of two years following the Time of Closing.
6.2 This agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.
6.3 This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
6.4 The provisions of this agreement shall enure to the benefit of and
shall be binding upon the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
)
) /S/
) MEL B. GREENSPOON
GLOBESAT HOLDING CORP.
By:/S/ Lee A. Greenspoon
Authorized Signing Officer
EXHIBIT 10.3
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 11th day of June, 1997.
B E T W E E N:
GLOBESAT HOLDING CORP., a corporation incorporated under the
laws of the State of Utah,
(hereinafter referred to as the "Vendor"),
OF THE FIRST PART,
- and -
MEL B. GREENSPOON, an individual residing in the Province of
Ontario,
(hereinafter referred to as the "Purchaser"),
OF THE SECOND PART.
WHEREAS the Vendor owns all of the issued and outstanding shares in the common
stock of Globesat Infrastructure Technologies Corp. (the "Purchased Shares");
AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to
purchase the Purchased Shares on the terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements herein contained, it is agreed by and
between the parties hereto as follows:
1. Purchase and Sale of the Purchased Shares
1.1 Subject to the terms and conditions of this agreement, the Vendor
shall sell, assign and transfer unto the Purchaser and the Purchaser shall
purchase from the Vendor all of the Purchased Shares for a purchase price
(the "Purchase Price") equal to the fair market value of the Purchased Shares
as at the date hereof, which the parties have agreed is an aggregate of $1.00.
1.2 The Purchase Price shall be paid and satisfied by the issuance by the
Purchaser to the Vendor of a cheque payable to the Vendor at the Time of Closing
(as hereinafter defined).
2. Representations and Warranties
2.1 The Vendor hereby represents and warrants to the Purchaser as follows
and hereby acknowledges and confirms that the Purchaser is relying on such
representations and warranties in connection with the purchase by the
Purchaser of the Purchased Shares:
(a) the Purchased Shares are beneficially owned by the Vendor with
good and marketable title thereto, free and clear of all mortgages,
liens, charges, pledges, claims, security interests and other
encumbrances whatsoever;
(b) no person, firm or corporation has any agreement (other than this
agreement) or option or right capable of becoming an agreement or
option for the purchase from the Vendor of the Purchased Shares; and
(c) the Vendor has provided the Purchaser with all material
information with respect to the Vendor and there is no fact which the
Vendor has not disclosed to the Purchaser which has had, or so far as
it can now reasonably foresee, will have a material adverse affect
on the business of the Vendor.
2.2 The Vendor and the Purchaser hereby represent and warrant each to the
other that this agreement has been duly executed and delivered by the respective
party and is a valid and binding obligation enforceable in accordance with its
terms.
3. Covenants
3.1 The Vendor hereby covenants to the Purchaser that, at or before the
Time of Closing, it will cause all necessary steps to be taken in order to
permit the Purchased Shares to be duly and regularly transferred to the
Purchaser.
4 Closing
4.1 The closing of the purchase and sale of the Purchased Shares shall
take place contemporaneously with the execution of this agreement.
The actual time when such closing is to take place being herein referred to as
the "Time of Closing".
4.2 At the Time of Closing, the Vendor shall deliver to the Purchaser
certificates representing the Purchased Shares duly endorsed in blank for
transfer, in respect of such shares.
5. General
5.1 The covenants, representations and warranties herein contained shall
survive the closing of the purchase and sale of the Purchased Shares herein
provided for and notwithstanding such closing, shall continue in full force
and effect for the respective benefit of the Purchaser and the Vendor, as the
case may be, for a period of two years following the Time of Closing.
5.2 This agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.
5.3 This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
5.4 The provisions of this agreement shall enure to the benefit of and
shall be binding upon the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
)
) /S/
) MEL B. GREENSPOON
GLOBESAT HOLDING CORP.
/S/ Lee A. Greenspoon
Authorised Signing Officer
