Exhibit 2.3
THIS SHARE PURCHASE AGREEMENT is made as of the 27th day of March, 2002,
BETWEEN:
SIDEWARE SYSTEMS INC., a corporation validly
subsisting under the laws of the Yukon Territory
and having an office at Suite 200 - 304 Xxxxxx
Street, Whitehorse, Yukon Territory Y1A 2H2
(the "Vendor")
AND:
SYD ENTERPRISES LTD., a company validly subsisting
under the laws of British Columbia and having an
office at Suite 1620 - 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Purchaser")
WHEREAS:
A. The Purchaser is a wholly owned subsidiary of the Vendor;
B. The Vendor is the recorded and beneficial owner of the
Purchased Shares; and
C. The Vendor has agreed to sell and the Purchaser has agreed to
buy the Purchased Shares on the terms and conditions set forth in this
Agreement.
NOW THEREFORE WITNESSETH that in consideration of the
premises and of the mutual covenants and agreements set forth herein,
the parties hereto covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.01 In this Agreement, including the recitals hereto, the
following words and phrases shall have the following meanings:
(a) "Xxxxx.xxx Holding" means Xxxxx.xxx Network (Holding) Corporation,
a corporation validly subsisting under the laws of the State of
Delaware, USA having its registered office in the State of
Delaware c/o Corporation Trust Centre, 1209 Orange Street,
Wilmington, Delaware, USA 19801, County of New Castle;
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(b) "Xxxxx.xxx Holding Common Shares" means the shares of Common Stock
with a par value of $0.0001 in the capital of Xxxxx.xxx Holding;
(c) "Effective Date" means the effective date of this Agreement which
shall be the day and year first above written;
(d) "INCOME TAX ACT" means the INCOME TAX ACT (Canada), as amended
from time to time;
(e) "Purchased Shares" means the 21,925,050 Xxxxx.xxx Holding Common
Shares to be purchased by the Purchaser and sold by the Vendor in
accordance with section 2.01; and
(f) "SYD Common Shares" means the Common Shares without par value in
the capital of the Purchaser to be issued to the Vendor in
accordance with this Agreement.
Captions and Section Numbers
1.02 The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement
and are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision thereof.
Extended Meanings
1.03 The words "hereof", "herein", "hereunder" and similar
expressions used in any clause, paragraph or section of this Agreement
shall relate to the whole of this Agreement and not to that clause,
paragraph or section only, unless otherwise expressly provided.
Number and Gender
1.04 Whenever the singular or masculine or neuter is used in this
Agreement, the same shall be construed to mean the plural or feminine or
body corporate where the context of this Agreement or the parties hereto
so require.
Section References
1.05 Any reference to a particular "article", "section",
"subsection" or other subdivision is to the particular article, section
or other subdivision of this Agreement.
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Governing Law
1.06 This Agreement and all matters arising hereunder shall be
governed by, construed and enforced in accordance with the laws of the
Province of British Columbia and all disputes arising under this
Agreement shall be referred to the Courts of the Province of British
Columbia.
Severability of Clauses
1.07 In the event that any provision of this Agreement or any part
thereof is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Currency
1.08 All sums of money to be paid or calculated pursuant to this
Agreement shall be paid or calculated in currency of the United States
of America unless otherwise expressly stated.
ARTICLE 2
PURCHASE AND SALE OF PURCHASED SHARES
Purchase and Sale
2.01 Upon the terms and conditions of this Agreement and effective
upon the Effective Date, the Vendor hereby sells and the Purchaser
purchases 21,925,050 Xxxxx.xxx Holding Common Shares free and clear of
all liens, charges and encumbrances whatsoever. Forthwith upon execution
and delivery of this Agreement, the Vendor shall execute and deliver to
the Purchaser a share certificate or share certificates representing the
Purchased Shares together with all such stock powers of attorney and/or
other documents which may be necessary to transfer the Purchased Shares
to the Purchaser.
Purchase Price
2.02 The purchase price payable by the Purchaser to the Vendor for
the Purchased Shares shall be $0.09122 per share or $2,000,003 US in the
aggregate. The purchase price shall be paid in full by the Purchaser
issuing to the Vendor, forthwith following the Effective Date, 2,000,003
SYD Common Shares at an issue price of $1.00 US per SYD Common Share.
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Issuance of Share Certificates for SYD Common Shares
2.03 The Purchaser shall, forthwith following the Effective Date,
issue to the Vendor a share certificate or share certificates
representing 2,000,003 SYD Common Shares duly registered in the name of
the Vendor.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
Representations and Warranties
3.01 The Vendor hereby represents and warrants to the Purchaser,
with the intent that the Purchaser shall rely thereon in entering into
this Agreement and in concluding the transactions contemplated hereby,
that:
(a) the Vendor is a corporation duly continued, validly subsisting and
in good standing under the laws of the Yukon Territory;
(b) to the best of the knowledge, information and belief of the
Vendor, after due enquiry, there is no claim or litigation pending
or threatened with respect to the Purchased Shares;
(c) the transactions contemplated by this Agreement have been duly and
validly authorized by all requisite corporate proceedings of the
Vendor;
(d) the Vendor is not a non-resident of Canada within the meaning of
the Income Tax Act;
(e) the Vendor has good and marketable title to the Purchased Shares,
free and clear of any mortgage, pledge, deed of trust, lien,
conditional sale agreement, encumbrance, security interest, charge
or adverse claim whatsoever; and
(f) the performance by the Vendor of this Agreement will not be in
violation of any agreement to which the Vendor is a party and will
not give any person, firm or corporation any right to terminate or
cancel any agreement or any right enjoyed by the Vendor in
relation to the Purchased Shares, nor result in the creation nor
imposition of any lien, encumbrance or restriction of any nature
whatsoever in favour of any third party upon or against the
Purchased Shares.
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Survival
3.02 The representations and warranties contained in section 3.01
shall survive the completion of the transactions contemplated by this
Agreement and shall continue in full force and effect for the benefit of
the Purchaser thereafter, notwithstanding any independent enquiry or
investigation by the Purchaser.
Indemnity
3.03 The Vendor covenants to indemnify and hold harmless the
Purchaser from and against any loss, claims, damages, liability,
expenses and costs, including any payment made in good faith in
settlement of any claim or potential claim, arising from any of the
representations and warranties set forth in section 3.01 being incorrect
or breached.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Representations and Warranties
4.01 The Purchaser hereby represents and warrants to the Vendor,
with the intent that the Vendor shall rely thereon in entering into this
Agreement and in concluding the transactions contemplated hereby, that:
(a) the Purchaser is a company duly incorporated, validly subsisting
and in good standing under the laws of British Columbia;
(b) the transactions contemplated by this Agreement have been duly and
validly authorized by all requisite corporate proceedings of the
Purchaser;
(c) the Purchaser has the power, authority and capacity to enter into
this Agreement and to carry out the transactions contemplated
hereby and this Agreement constitutes a legal, valid and binding
obligation of the Purchaser;
(d) as at the Effective Date, the authorized capital of the Purchaser
consists of 100,000,000 SYD Common Shares, of which one SYD
Common Share is issued and outstanding and is held by the Vendor.
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Survival
4.02 The representations and warranties contained in section 4.01
shall survive the completion of the transactions contemplated by this
Agreement and shall continue in full force and effect for the benefit of
the Vendor thereafter, notwithstanding any independent enquiry or
investigation by the Vendor.
Indemnity
4.03 The Purchaser covenants to indemnify and hold harmless the
Vendor from and against any loss, claims, damages, liability, expenses
and costs, including any payment made in good faith in settlement of any
claim or potential claim, arising from any of the representations and
warranties set forth in section 4.01 being incorrect or breached.
ARTICLE 5
GENERAL PROVISIONS
Notices
5.01 All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or mailed postage prepaid addressed as
follows:
To the Vendor:
Sideware Systems Inc.
Xxxxx 000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxxx X0X 0X0
To the Purchaser:
SYD Enterprises Ltd.
Suite 1620 - 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
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or to such other address as may be given in writing by the parties and
shall be deemed to have been received, if delivered by hand, on the date
of delivery and if mailed as aforesaid to the addresses set out above
then on the fifth business day following the posting thereof provided
that if there shall be between the time of mailing and the actual
receipt of the notice a mail strike, slowdown or other labour dispute
which might affect the delivery of the notice by the mails, then the
notice shall only be effective if actually delivered.
Time of Essence
5.02 Time is hereby expressly made of the essence of this
Agreement with respect to the performance by the parties of their
respective obligations under this Agreement.
Binding Effect
5.03 This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and assigns.
Entire Agreement
5.04 This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and shall supersede
all previous expectations, understandings, communications,
representations and agreements whether verbal or written between the
parties with respect to the subject matter hereof.
Further Assurances
5.05 Each of the parties hereto hereby covenants and agrees to
execute such further and other documents and instruments and do such
further and other things as may be necessary or desirable to implement
and carry out the intent of this Agreement.
Assignment
5.06 None of the parties may assign or transfer their respective
rights under this Agreement.
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Amendments
5.07 No amendment to this Agreement shall be valid unless it is
evidenced by a written agreement executed by all of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
on the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: /s/ Xxxxx X. Xxxxxx
Authorized Signatory
SYD ENTERPRISES LTD.
Per: /s/ Xxxxx X. Xxxxxx
Authorized Signatory
