AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
INTERNET VENTURE GROUP, INC.
A FLORIDA CORPORATION
AND
XXXXXXX.XXX, INC.
A TEXAS CORPORATION
DATED: JANUARY ____, 2000
AGREEMENT AND PLAN OF REORGANIZATION
INTERNET VENTURE GROUP, INC.
AND
XXXXXXX.XXX, INC.
This Agreement and Plan of Reorganization ("Agreement"), dated as of
January ____, 2000, among INTERNET VENTURE GROUP, INC. ("IVG"), a Florida
corporation, XXXXXXX.XXX, INC. ("GWI") , a Texas corporation, and the
participating shareholders of XXXXXXX.XXX, INC. ("Shareholders") who will join
this agreement by execution of the Consent/Exchange Agreement (Exhibit "A")
concurrent with or immediately after closing.
W I T N E S S E T H:
A. WHEREAS, IVG and GWI are corporations duly organized under the laws
of the State of Florida and Texas, respectively.
B. PLAN OF REORGANIZATION. The GWI Shareholders are the owners of at
least 80% of the issued and outstanding common stock of GWI. It is the intention
that at least 80% of the issued and outstanding stock of GWI shall be acquired
by IVG in exchange solely for its voting stock. For federal income tax purposes
it is intended that this exchange shall qualify as a reorganization within the
meaning of SEC 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Code").
C. EXCHANGE OF SHARES. IVG and GWI and participating Shareholders agree
that at least 80% of the common shares issued and outstanding of GWI shall be
exchanged with IVG for shares of the restricted stock of IVG. The pro rata
numbers of the IVG shares, after the Effective Date, shall be delivered to the
Exchange Agent as hereinafter defined, for the participating shareholders in
exchange for their GWI shares as hereinafter set forth, and the shares allocated
to the trustee for GWI shareholders shall be delivered to said trustee by the
Exchange Agent.
D. WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Florida Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE CONSIDERATION
1.1 Subject to the conditions set forth herein on the "Effective Date"
(as herein defined), Shareholders of at least 80% of the outstanding shares of
GWI shall exchange their shares of GWI for common shares of IVG common stock on
a one share of GWI for 4.5 shares of IVG basis. The transactions contemplated by
this Agreement shall be completed on an Effective Date ("Effective Date") which
shall be as soon as possible after all shareholder approvals, if any are
required, are obtained in accordance with law as set forth in this Agreement,
but no later than 30 days after date hereof.
Prior to the Effective Date, all of the documents to be furnished to
IVG and GWI, including the documents to be furnished pursuant to Article VII of
this Agreement, shall be delivered to M.A. Xxxxxxx, to be held in escrow until
all preconditions have been performed or the date of termination of this
Agreement, whichever first occurs, and thereafter shall be promptly distributed
to the parties as their interests may appear.
1.2 At the Effective Date, GWI shall become at least an 80% owned
subsidiary of IVG. GWI's shareholder shall receive pro rata shares of $.0001 par
value voting common stock as follows:
IVG shall issue 4.5 shares of common stock for each of the
outstanding common shares of GWI owned by participating
shareholders of GWI, pro rata to the shareholders of GWI.
1.3 If this Agreement is duly adopted by the holders of the requisite
number of shares of GWI, in accordance with the applicable laws and subject to
the other provisions hereof, it shall become effective. For accounting purposes,
the Agreement shall be effective as of 12:01 a.m., on the last day of the month
preceding the Effective Date.
ARTICLE II
ISSUANCE AND EXCHANGE OF SHARES
2.1 The shares of $.0001 par value common stock of IVG shall be issued
by it to GWI shareholders within 15 days after Effective Date.
2.2 IVG represents that no outstanding options or warrants for its
unissued shares exist. All preferred stock of IVG due for redemption as of the
date hereof shall have been redeemed as of Effective Date, if any.
2.3 The stock transfer books of GWI shall be closed on the Effective
Date, and thereafter no transfers of the stock of GWI shall be made. GWI shall
appoint GWI as exchange agent ("Exchange Agent"), to accept surrender of the
certificates representing the common shares of GWI, and to deliver in exchange
for such surrendered certificates, shares of common stock of IVG. The
authorization of the Exchange Agent may be terminated by IVG after six months
following the Effective Date. Upon termination of such authorization, any shares
of GWI and any funds held by the Exchange Agent for payment to GWI shareholders
pursuant to this Agreement shall be transferred to IVG or its designated agent
who shall thereafter perform the obligations of the Exchange Agent. If
outstanding certificates for shares of GWI are not surrendered or the payment
for them not claimed prior to such date on which such payments would otherwise
escheat to or become the property of any governmental unit or agency, the
unclaimed items shall, to the extent permitted by abandoned property and other
applicable law, become the property of IVG (and to the extent not in its
possession shall be paid over to it), free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange Agent nor any party to this Agreement shall be liable to
any holder of GWI shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.
2.4 No fractional shares of IVG stock shall be issued as a result
of the Agreement. Shares shall be rounded to nearest whole share.
2.5 At the Effective Date, each holder of a certificate or certificates
representing common shares of GWI, upon presentation and surrender of such
certificate or certificates to the Exchange Agent, shall be entitled to receive
the consideration set forth herein. Upon such presentation, surrender, and
exchange as provided in Section 2.5, certificates representing shares of GWI
previously held shall be canceled. Until so presented and surrendered, each
certificate or certificates which represented issued and outstanding shares of
GWI at the Effective Date shall be deemed for all purposes to evidence the right
to receive the consideration set forth in Section 1.2 of this Agreement. If the
certificates representing shares of GWI have been lost, stolen, mutilated or
destroyed, the Exchange Agent shall require the submission of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.
ARTICLE III
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF XXXXXXX.XXX, INC.
No representations or warranties are made by any director, officer,
employee or shareholder of GWI as individuals, except as and to the extent
stated in this Agreement or in a separate written statement (the "GWI Disclosure
Statement"), if any. GWI hereby represents, warrants and covenants to IVG, as
follows:
3.1 GWI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. The Articles of Incorporation and Bylaws of GWI are
complete and accurate, and the minute books of GWI contain a record, which is
complete and accurate in all material respects, of all meetings, and all
corporate actions of the shareholders and board of directors of GWI.
3.2 The aggregate number of shares which GWI is authorized to issue is
10,000,000 shares of common stock of which 5,844,111 shares are issued and
outstanding, and options are outstanding for approximately 1,100,000 shares.
3.3 GWI has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by GWI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of GWI.
3.5 The execution, delivery and performance of this Agreement has been
duly authorized and approved by GWI's Board of Directors.
3.6 GWI has delivered to IVG consolidated audited financial statements
of GWI, as of December 31, 1998 which includes audited statements for the year
ended December 31, 1997. All such statements, herein sometimes called "GWI
Financial Statements", are complete and correct in all material respects and,
together with the notes to these financial statements, present fairly the
financial position and results of operations of GWI for the periods included.
The December 31, 1998 statements will have been prepared in accordance with
generally accepted accounting principles.
3.7 Since the dates of the GWI Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise of GWI.
3.8 There are no legal proceedings or regulatory proceedings involving
material claims pending, or to the knowledge of the officers of GWI, threatened
against GWI or affecting any of its assets or properties, and GWI is not in any
material breach or violation of or default under any contract or instrument to
which GWI is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a material breach or violation of or
default by GWI under any contract or other instrument to which GWI is a party or
by which it or any of its properties may be bound or affected, or under its
respective Articles of Incorporation or Bylaws, nor is there any court or
regulatory order pending, applicable to GWI, except as disclosed on Schedule 3.8
regarding a former employee.
3.9 All liability of GWI has been properly provided for and is adequate
to comply with all regulatory requirements regarding same.
3.10 The representations and warranties of GWI shall be true and
correct as of the date hereof and as of the Effective Date.
3.11 GWI has no employee benefit plan.
3.12 No representation or warranty by GWI in this Agreement, the GWI
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
3.13 INTELLECTUAL PROPERTY. Except for U.S. Patents #5,211,699 and
#5,575,553 in which GWI holds a non-exclusive license, all trade names,
inventions, discoveries, ideas, research, engineering, methods, practices,
processes, systems, formulae, designs, drawings, products, projects,
improvements, developments, know-how, and trade secrets which are used in the
conduct of GWI's business, whether registered or unregistered (collectively the
"Proprietary Rights") are owned by GWI, except as to the specific patents
excluded above. To the knowledge of each Seller and GWI, GWI created or
developed such Proprietary Rights and such Proprietary Rights are not subject to
any restriction, lien, encumbrance, right, title or interest in others. All of
the foregoing Proprietary Rights that are not in the public domain stand solely
in the name of GWI and not in the name of any shareholder, director, officer,
agent, partner or employee or anyone else known to any Seller or GWI and none of
the same have any right, title, interest, restriction, lien or encumbrance
therein or thereon or thereto. To the knowledge of each Seller and GWI, GWI's
ownership and use of the Proprietary Rights do not and will not infringe upon,
conflict with or violate in any material respect any patent, copyright, trade
secret or other lawful proprietary right of any other party, and no claim is
pending or, to the knowledge of any Seller or GWI, threatened to the effect that
the operations of GWI infringe upon or conflict with the asserted rights of any
other person under any of the Proprietary Rights, and to the knowledge of each
Seller and GWI there is no reasonable basis for any such claim (whether or not
pending or threatened). No claim is pending, or to the knowledge of each Seller
and GWI, threatened to the effect that any such Proprietary Rights owned or
licensed by GWI, or which GWI otherwise has the right to use, is invalid or
unenforceable by GWI and there is no reasonable basis for any such claim
(whether or not pending or threatened). GWI has not granted or assigned to any
other person or entity any right to manufacture, have manufactured, assemble or
sell the products or proposed products or to provide the services or proposed
services of Seller.
3.14 A. LIENS. Except as disclosed on Schedule 3.14(a), no one
other than GWI has any right, title, interest, lien, claim, security interest,
restriction or encumbrance in, on or to GWI's assets.
B. MATERIAL CONTRACTS. Other than as disclosed on Schedule
3.14(b), GWI does not have any material obligation, contract, agreement, lease,
sublease, commitment or understanding of any kind, nature or description, oral
or written, fixed or contingent due or to become due, existing or inchoate.
C. NO UNDISCLOSED LIABILITIES. GWI does not have any
material liabilities or obligations, including, without limitation, contingent
liabilities for the performance of any obligation, except for (i) liabilities or
obligations which are disclosed or fully provided for in GWI's Financial
Statements, (ii) liabilities or obligations disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement, and (iii) liabilities not in excess
of $2,000 in the aggregate.
D. ENVIRONMENTAL MATTERS.(i) GWI has not received notice of
any violation of or investigation relating to any environmental or pollution
law, regulation, or ordinance with respect to assets now or previously owned or
operated by GWI that has not been fully and finally resolved; (ii) All permits,
licenses and other authorizations which are required under United States,
federal, state, provincial and local laws with respect to pollution or
protection of the environment ("Environmental Laws") relating to assets now
owned or operated by GWI or any of its subsidiaries, including Environmental
Laws relating to actual or threatened emissions, discharges or releases of
pollutants, contaminants or hazardous or toxic materials or wastes
("Pollutants"), have been obtained and are effective, and, with respect to
assets previously owned or operated by GWI, were obtained and were effective
during the time of GWI's operation; (iii) to the knowledge of GWI, no conditions
exist on, in or about the properties now or previously owned or operated by GWI
or any third-party properties to which any Pollutants generated by GWI were sent
or released that could give rise on the part of GWI to liability under any
Environmental Laws, claims by third parties under Environmental Laws or under
common law or the occurrence of costs to avoid any such liability or claim; and
(iv) to the knowledge of GWI, all operators of GWI's assets are in compliance
with all terms and conditions of such Environmental Laws, permits, licenses and
authorizations, and are also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in such laws or contained in any regulation,
code, plan, order, decree, judgment, notice or demand letter issued, entered,
promulgated or approved thereunder, relating to GWI's assets.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
INTERNET VENTURE GROUP, INC.
No representations or warranties are made by any director, officer,
employee or shareholder of IVG as individuals, except as and to the extent
stated in this Agreement or in a separate written statement.
IVG hereby represents, warrants and covenants to GWI, except as stated
in the IVG Disclosure Statement, as follows:
4.1 IVG is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. The Articles of Incorporation and Bylaws of IVG, copies of
which have been delivered to GWI, are complete and accurate, and the minute
books of IVG contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of IVG.
4.2 The aggregate number of shares which IVG is authorized to issue is
100,000,000 shares of common stock with a par value of $.001 per share, of which
4,000,000 shares of such common stock will be issued and outstanding, fully paid
and non-assessable, prior to Effective Date under this agreement (after a one
for 24 reverse split). IVG has no outstanding options, warrants or other rights
to purchase, or subscribe to, or securities convertible into or exchangeable for
any shares of capital stock. No preferred stock of IVG is outstanding.
4.3 IVG has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement. The execution of this Agreement has been duly
authorized and approved by the IVG's Board of Directors.
4.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by IVG will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of IVG.
4.5 IVG will bring all of its SEC filings current within 10 days after
the date of closing, and has provided audited financials for the prior three
fiscal years.
4.6 IVG has delivered to GWI financial statements of IVG dated December
31, 1998. All such statements, herein sometimes called "IVG Financial
Statements" are (and will be) complete and correct in all material respects and,
together with the notes to these financial statements, present fairly the
financial position and results of operations of GWI of the periods indicated.
All statements of IVG will have been prepared in accordance with generally
accepted accounting principles.
4.7 Since the dates of the IVG Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of IVG. IVG does not have any material liabilities or obligations,
secured or unsecured except as shown on updated financials (whether accrued,
absolute, contingent or otherwise).
4.8 IVG has delivered to GWI a list of all pending legal proceedings
involving IVG (none), none of which will affect them, and except for these
proceedings, there are no pending legal proceedings or regulatory proceedings
involving material claims pending, or, to the knowledge of the officers of IVG,
threatened against IVG or affecting any of its assets or properties, and IVG is
not in any material breach or violation of or default under any contract or
instrument to which IVG is a party, and no event has occurred which with the
lapse of time or action by a third party could result in a material breach or
violation of or default by IVG under any contract or other instrument to which
IVG is a party or by which they or any of their respective properties may be
bound or affected, or under their respective Articles of Incorporation or
Bylaws, nor is there any court or regulatory order pending, applicable to IVG.
4.9 IVG shall not enter into or consummate any transactions prior to
the Effective Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition,
or issue any new shares.
4.10 IVG is not a party to any contract performable in the future.
4.11 The representations and warranties of IVG shall be true and
correct as of the date hereof and as of the Effective Date.
4.12 IVG has delivered, or will deliver within two weeks of the date of
this Agreement, to GWI, all of its corporate books and records for review, true
and correct copies of IVG tax returns, if any. IVG will also deliver to GWI on
or before the Effective Date any reports relating to the financial and business
condition of IVG which occur after the date of this Agreement and any other
reports sent generally to its shareholders after the date of this Agreement.
4.13 IVG has no employee benefit plan in effect at this time.
4.14 No representation or warranty by IVG in this Agreement, the IVG
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
4.15 IVG agrees that all rights to indemnification now existing in
favor of the employees, agents, directors or officers of GWI and its
subsidiaries, as provided in the Articles of Incorporation or Bylaws or
otherwise in effect on the date hereof shall survive the transactions
contemplated hereby in accordance with their terms, and IVG expressly assumes
such indemnification obligations of GWI.
4.16 A. LIENS. Except as disclosed on Schedule 4.7, no one other
than IVG any right, title, interest, lien, claim, security interest, restriction
or encumbrance in, on or to IVG;s assets.
B. MATERIAL CONTRACTS. Other than as disclosed on Schedule
4.7, IVG does not have any material obligation, contract, agreement, lease,
sublease, commitment or understanding of any kind, nature or description, oral
or written, fixed or contingent due or to become due, existing or inchoate.
C. NO UNDISCLOSED LIABILITIES. IVG does not have any material
liabilities or obligations, including, without limitation, contingent
liabilities for the performance of any obligatioin, except for (i) liabilities
or obligations which are disclosed or fully provided for in IVG's Financial
Statements, (ii) liabilities or obligations disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement, and (iii) liabilities not in excess
of $2,000 in the aggregate.
ARTICLE V
OBLIGATIONS OF THE PARTIES PENDING THE EFFECTIVE DATE
5.1 a. This Agreement shall be duly submitted to the shareholders of
GWI for the purpose of considering and acting upon this Agreement in the manner
required by law at a meeting of shareholders on a date selected by GWI, such
date to be the earliest practicable date. The Board of Directors of GWI, subject
to the Board's fiduciary obligations to shareholders, shall use its best efforts
to obtain the requisite approval of GWI shareholders of this Agreement and the
transactions contemplated herein. GWI shall take all reasonable and necessary
steps and actions to comply with and to secure GWI shareholder approval of this
Agreement and regulations of such states.
5.1 b. A majority of IVG shareholders shall have approved this
Agreement, in writing and notice pursuant to Florida Statutes shall have been
provided to non-consenting shareholders.
5.2 At all times prior to the Effective Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. During the term of this Agreement, and for four years
following the termination of this Agreement, the recipient of such information
shall protect such information from disclosure to persons, other than members of
its own or affiliated organizations and its professional advisers, in the same
manner as it protects its own confidential or proprietary information from
unauthorized disclosure, and not use such information to the competitive
detriment of the disclosing party. In addition, if this Agreement is terminated
for any reason, each party shall promptly return or cause to be returned all
documents or other written records of such confidential or proprietary
information, together with all copies of such writings and, in addition, shall
either furnish or cause to be furnished, or shall destroy, or shall maintain
with such standard of care as is exercised with respect to its own confidential
or proprietary information, all copies of all documents or other written records
developed or prepared by such party on the basis of such confidential or
proprietary information. No information shall be considered confidential or
proprietary if it is (a) information already in the possession of the party to
whom disclosure is made, (b) information acquired by the party to whom the
disclosure is made from other sources, or (c) information in the public domain
or generally available to interested persons or which at a later date passes
into the public domain or becomes available to the party to whom disclosure is
made without any wrongdoing by the party to whom the disclosure is made.
5.3 IVG and GWI shall promptly provide each other with information as
to any significant developments in the performance of this Agreement, and shall
promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
5.4 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE VI
PROCEDURE EXCHANGE
6.1 At the Effective Date, the exchange shall be effected as set forth
in Florida Revised Statutes with common stock certificates of IVG being
exchanged for GWI common stock certificates as and when submitted to the
transfer agent under Article 2.3 hereof, and GWI shall become subsidiary of IVG.
ARTICLE VII
CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE EXCHANGE
The following are conditions precedent to the consummation of the
Agreement on or before the Effective Date:
7.1 GWI and IVG shall have performed and complied with all of its
respective obligations hereunder which are to be complied with or performed on
or before the Effective Date and IVG and GWI shall provide the other at the
Closing with a certificate to the effect that such party has performed each of
the acts and undertakings required to be performed by it on or before the
Effective Date pursuant to the terms of this Agreement.
7.2 This Agreement, the transactions contemplated herein shall have
been duly and validly authorized, approved and adopted, at a meeting of the
shareholders of GWI duly and properly called for such purpose in accordance with
the applicable laws.
7.3 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
7.4 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for GWI and IVG.
7.5 The representations and warranties made by GWI and IVG in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Effective Date, except to the extent that such
representations and warranties may be untrue on and as of the Effective Date
because of (1) changes caused by transactions suggested or approved in writing
by GWI or (2) events or changes (which shall not, in the aggregate, have
materially and adversely affected the business, assets, or financial condition
of IVG or GWI during or arising after the date of this Agreement.)
7.6 GWI shall have furnished IVG with:
(1) a certified copy of a resolution or resolutions duly adopted
by the Board of Directors of GWI approving this Agreement and
the transactions contemplated by it and directing the
submission thereof to a vote of the shareholders of GWI;
(2) a certified copy of a resolution or resolutions duly adopted
by a majority of all of the classes of outstanding shares
of GWI capital stock approving this Agreement and the
transactions contemplated by it;
(3) an agreement from each "affiliate" of GWI as defined in the
rules adopted under the Securities Act of 1933, as amended, to
the effect that (a) the affiliate is familiar with SEC Rules
144 and 145; (b) none of the shares of IVG common stock will
be transferred by or through the affiliate in violation of the
Federal Securities Laws; (c) the affiliate will not sell or in
any way reduce his risk relative to any IVG common stock
received pursuant to this Agreement until such time as
financial results covering at least 30 days of post-closing
date combined operations shall have been published by IVG on
SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges
that IVG is under no obligation to register the sale,
transfer, or the disposition of IVG common stock by the
affiliate or to take any action necessary in order to make an
exemption from registration available to the affiliate, but
understands that IVG will satisfy the public information
requirements of Rules 144 and 145 during the three-year period
following the Effective Date.
(4) Each participating shareholder of GWI shall sign a Consent/
Subscription Agreement as contained on Exhibit "A".
7.7 IVG shall furnish GWI with a certified copy of a resolution or
resolutions duly adopted by the Board of Directors of IVG and a majority of the
shareholders of IVG, approving this Agreement and the transactions contemplated
by it.
ARTICLE VIII
TERMINATION AND ABANDONMENT
8.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time
(whether before or after the approval and adoption thereof by the shareholders
of GWI) prior to the Effective Date:
(a) By mutual consent of GWI and IVG;
(b) By GWI or IVG, if any condition set forth in Article VII
relating to the other party has not been met or has not been
waived;
(c) By GWI or IVG, if any suit, action or other proceeding shall
be pending or threatened by the federal or a state government
before any court or governmental agency, in which it is sought
to restrain, prohibit or otherwise affect the consummation of
the transactions contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties
of another party;
(e) By any party if the Agreement Effective Date is not within 30
days from the date hereof.
8.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by its Board of Directors provided; however, that such action shall be taken
only if, in the judgment of the Board of Directors taking the action, such
waiver will not have a materially adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.
ARTICLE IX
TERMINATION OF REPRESENTATION AND
WARRANTIES AND CERTAIN AGREEMENTS
9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished by consummation of the
Agreement; provided, however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.
ARTICLE X
MISCELLANEOUS
10.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
10.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument. Counterparts shall include the execution of the
Exchange Agreement and Representations by all shareholders.
10.3 Within 20 days after Closing hereunder, IVG shall complete a
merger of the then subsidiary, GWI, with IVG pursuant to Florida Statutes
607,1101-1107, such merger providing that the share ratio for the exchange shall
be 4.5 IVG shares for each share of GWI held by private shareholders.
10.4 All parties to this Agreement agree that if it becomes necessary
or desirable to execute further instruments or to make such other assurances as
are deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
10.5 This Agreement may be amended upon approval of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of GWI.
10.6 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To Internet Venture Group, Inc.:
c/o Xxxxxxx X. Xxxxxxx, Esq.
00000 X. 00xx Xxx., #000
Xxxxx Xxxxx, Xx 00000
(000) 000-0000
To XxxXxxx.xxx, Inc.:
0000 X. Xxx Xxxxxxx Xxxxxxx, Xxxxx #000
Xxxxxxx, XX 00000
(000) 000-0000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
10.7 No press release or public statement will be issued relating to
the transactions contemplated by this Agreement without prior approval of the
Parties. However, either IVG or GWI may issue at any time any press release or
other public statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
10.8 IVG agrees that upon Effective Date its directors will appoint the
directors designated by GWI as specified by GWI.
IN WITNESS WHEREOF, the parties have set their hands and seals this
_____ day of January, 2000.
Consented and Agreed Internet Venture Group, Inc.
/s/Xxxxxx XxXxxxxxx /s/Xxxxxxx Xxxxxxx
______________________ By:__________________
Xxxxxx XxXxxxxxx President
/s/Xxxx Xxx
Attest:________________
Secretary
Consented and Agreed XxxXxxx.xxx, Inc.
/s/Xxxx Xxxxxx /s/Xxxxxxx Xxxxxxx
_____________________ By:___________________
Xxxx Xxxxxx President
/s/Xxxx Xxx
Attest:_________________
Secretary
