AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER between XXXXXX
CORPORATION, a Delaware corporation ("Xxxxxx"), and
WORLD-AM COMMUNICATIONS INC., a Florida corporation
("World-Am"), Xxxxxx and World-Am Communications Inc.
being sometimes referred to herein as the "Constituent
Corporations."
WHEREAS, the board of directors of each
Constituent Corporation deems it advisable that the
Constituent Corporations merge into a single corporation
in a transaction intended to qualify as a reorganization
within the meaning of Section 368 (a)(1)(A) of the
Internal Revenue Code of 1986, as amended ("the Merger");
NOW, THEREFORE, in consideration of the premises
and the respective mutual covenants, representations and
warranties herein contained, the parties agree as
follows:
1. SURVIVING CORPORATION. Xxxxxx shall be merged
with and into World-Am, which shall be the surviving
corporation in accordance with the applicable laws of its
state of incorporation.
2. MERGER DATE. The Merger shall become
effective (the" Merger Date") May 11, 2000.
3. TIME OF FILINGS. The Articles of Merger shall
be filed with the Department of State of the State of
Florida and the Certificate of Merger shall be filed with
the Secretary of State of Delaware upon the approval, as
required by law, of this agreement by the Constituent
Corporations and the fulfillment or waiver of the terms
and conditions herein. These filings will be completed
within two weeks from the execution of this Agreement.
4. GOVERNING LAW. The surviving corporation
shall be governed by the laws of the State of
incorporation of World-Am.
5. CERTIFICATE OF INCORPORATION. The Articles of
Incorporation of World-Am Communications Inc. shall be
the Articles of Incorporation of the surviving
corporation from and after the Merger Date, subject to
the right of World-Am to amend its Articles of
Incorporation in accordance with the laws of the State of
its incorporation.
6. BYLAWS. The Bylaws of the surviving
corporation shall be the Bylaws of World-Am
Communications Inc. as in effect on the date of this
agreement.
7. BOARD OF DIRECTORS AND OFFICERS. The
officers and directors of World-Am, or such other persons
as shall be selected by it, shall be the officers and
directors of the surviving corporation following the
Merger Date.
8. NAME OF SURVIVING CORPORATION. The name of
the surviving corporation will continue as "World-Am
Communications Inc." unless changed by World-Am.
9. CONVERSION. The mode of carrying the Merger
into effect and the manner and basis of converting the
shares of Xxxxxx into shares of World-Am are as follows:
9.1. The aggregate number of shares of Xxxxxx
Common Stock issued and outstanding on the Merger Date
shall, by virtue of the Merger and without any action on
the part of the holders thereof, be converted into an
aggregate of 150,000 shares of World-Am Communications
Inc. Common Stock adjusted by any increase for fractional
shares and reduced by any Dissenting Shares (defined
below) and shall be distributed as shown opposite the
Xxxxxx shareholders names in Exhibit A.
The World-Am Common Stock to be issued hereunder ("the
World-Am Communications Inc. Shares") will be free
trading without any restrictions.
$25,000.00 will be paid by World-Am to the following:
$22,321 to Applecross Centre Development Ltd., a British
Columbia , Canada Co. controlled by Xxxxxx Xxxxx and
$2,679 to Xxxxxx Xxxxxx.
9.2. Upon completion of the Merger, there shall
be 40,000,000 shares of World-Am Communications Inc.
Common Stock issued and outstanding, subject to such
adjustments, held as follows: 133,929 common shares held
by Xxxxxx Xxxxx, 16,071 common shares held by Xxxxxx
Xxxxxx and 39,850,000 common shares held by the other
shareholders of World Am.
9.3. All outstanding Common or Preferred Stock
of Xxxxxx and all warrants, options or other rights to
its Common or Preferred Stock shall be retired and
canceled as of the Merger Date.
9.4. Each share of Xxxxxx Common Stock that is
owned by Xxxxxx as treasury stock shall, by virtue of the
Merger and without any action on the part of Xxxxxx, be
retired and canceled as of the Merger Date.
9.5. Each certificate evidencing ownership of
shares of World-Am Common Stock issued and outstanding on
the Merger Date or held by World-Am in its treasury shall
continue to evidence ownership of the same number of
shares of World-Am Common Stock.
9.6. World-Am Common Stock shall be issued to
the holders of Xxxxxx Common Stock in exchange for their
shares on a prorata bases in accordance with each
holder's relative ownership of the Xxxxxx Common Stock
that is being exchanged.
9.7. The shares of World-Am Common Stock to be
issued in exchange for Xxxxxx Common Stock hereunder
shall be proportionately reduced by any shares owned by
Xxxxxx shareholders who shall have timely objected to the
Merger (the" Dissenting Shares") in accordance with the
provisions of the General Corporation Law of Delaware, as
provided therein.
10. EXCHANGE OF CERTIFICATES. As promptly as
practicable after the Merger Date, each holder of an
outstanding certificate or certificates theretofore
representing shares of Xxxxxx Common Stock (other than
certificates representing Dissenting Shares) shall
surrender such certificate(s) for cancellation to the
party designated herein to handle such exchange (the
"Exchange Agent"), and shall receive in exchange a
certificate or certificates representing the number of
full shares of World-Am Communications Inc. Common Stock
into which the shares of Xxxxxx Common Stock represented
by the certificate or certificates so surrendered shall
have been converted. Any exchange of fractional shares
will be rounded up to the next highest number of full
shares. World-Am Communications Inc. may, in its
discretion, require a bond in customary form before
issuing any share certificate where a corresponding share
certificate has not been delivered by a shareholder of
Xxxxxx because of loss or other reason.
11. UNEXCHANGED CERTIFICATES. Until surrendered,
each outstanding certificate that prior to the Merger
Date represented Xxxxxx Common Stock (other than
certificates representing Dissenting Shares) shall be
deemed for all purposes, other than the payment of
dividends or other distributions, to evidence ownership
of the number of shares of World-Am Common Stock into
which it was converted. No dividend or other
distribution payable to holders of World-Am Common Stock
as of any date subsequent to the Merger Date shall be
paid to the holders of outstanding certificates of Xxxxxx
Common Stock; provided, however, that upon surrender and
exchange of such outstanding certificates (other than
certificates representing Dissenting Shares), there shall
be paid to the record holders of the certificates issued
in exchange therefore the amount, without interest
thereon, of dividends and other distributions that would
have been payable subsequent to the Merger Date with
respect to the shares of World-Am Common Stock
represented thereby.
12. EFFECT OF THE MERGER. On the Merger Date,
the separate existence of Xxxxxx shall cease (except
insofar as continued by statute), and it shall be merged
with and into World-Am. All the property, real, personal
and mixed, of each of the Constituent Corporations, and
all debts due to either of them, shall be transferred to
and vested in World-Am, without further act or deed.
World-Am shall thenceforth be responsible and liable for
all the liabilities and obligations, including
liabilities to holders of Dissenting Shares, of each of
the Constituent Corporations, and any claim or judgment
against either of the Constituent Corporations maybe
enforced against World-Am.
13. REPRESENTATIONS AND WARRANTIES OF XXXXXX.
Xxxxxx represents and warrants that:
13.1. CORPORATE ORGANIZATION AND GOOD STANDING.
Xxxxxx is a corporation duly organized, validly existing,
and in good standing under the laws of the State of
Delaware, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its
property or business requires such qualification.
13.2. REPORTING COMPANY STATUS. Xxxxxx has
filed with the Securities and Exchange Commission a
registration statement in form 10-SB, which became
effective pursuant to the Securities Exchange Act of 1934
on May 9, 2000 and is a reporting company pursuant to
Section (g) thereunder.
13.3. REPORTING COMPANY FILINGS. Xxxxxx has
timely filed and is current on all reports required to be
filed by it pursuant to Section 13 of the Securities
Exchange Act of 1934.
13.4. CAPITALIZATION. Xxxxxx'x authorized
capital stock consists of 100,000,000 shares of Common
Stock, $.0001 par value, of which 5,000,000 shares are
issued and outstanding.
13.5. ISSUED STOCK. All the outstanding shares
of its Common Stock are duly authorized and validly
issued, fully paid and non-assessable.
13.6. STOCK RIGHTS. Except as set out by
attached schedule, there are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Xxxxxx Common or Preferred Stock issued or committed to
be issued.
13.7. CORPORATE AUTHORITY. Xxxxxx has all
requisite corporate power and authority to own, operate
and lease its properties, to carry on its business as it
is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this
agreement and all other agreements and instruments
related to this agreement
13.8 COMPLIANCE WITH RULE 12g-3. As a result
of the merger and in accordance with Rule 12g-3, WORLD-AM
COMMUNICATIONS INC. will be the successor company and the
common stock will be deemed qualified for listing on the
Bulletin Board.
13.9. FINANCIAL STATEMENTS. Xxxxxx'x financial
statements dated March 8, 2000, copies of which will have
been delivered by Xxxxxx to World-Am prior to the Merger
Date (the "Xxxxxx Financial Statements"), fairly present
the financial condition of Xxxxxx as of the date therein
and the results of its operations for the periods then
ended in conformity with generally accepted accounting
principles consistently applied.
13.10 ABSENCE OF UNDISCLOSED LIABILITIES. Except
to the extent reflected or reserved against in the Xxxxxx
Financial Statements, Xxxxxx did not have at that date
any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in
accordance with generally accepted accounting principles.
13.11. NO MATERIAL CHANGES. There has been no
material adverse change in the business, properties or
financial condition of Xxxxxx since the date of the
Xxxxxx Financial Statements.
13.12. LITIGATION. There is not, to the
knowledge of Xxxxxx, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated
against Xxxxxx or against any of its officers.
13.13. CONTRACTS. Xxxxxx is not a party to any
material contract not in the ordinary course of business
that is to be performed in whole or in part at or after
the date of this agreement.
13.14. TITLE. Xxxxxx has good and marketable
title tall the real property and good and valid title to
all other property included in the Xxxxxx Financial
Statements. The properties of Xxxxxx are not subject to
any mortgage, encumbrance or lien of any kind except
minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of
Xxxxxx.
13.15. TAX RETURNS. All required tax returns
for federal, state, county, municipal, local, foreign and
other taxes and assessments have been properly prepared
and filed by Xxxxxx for all years for which such returns
are due unless an extension for filing any such return
has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and
assessments, including any and all interest, penalties
and additions imposed with respect to such amounts have
been paid or provided for. The provisions for federal
and state taxes reflected in the Xxxxxx Financial
Statements are adequate to cover any such taxes that may
be assessed against Xxxxxx in respect of its business and
its operations during the periods covered by the Xxxxxx
Financial Statements and all prior periods.
13.16. NO VIOLATION. Consummation of the Merger
will not constitute or result in a breach or default
under any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of
Xxxxxx is subject or by which Xxxxxx is bound.
14. REPRESENTATIONS AND WARRANTIES OF WORLD AM.
World-Am Communications Inc. represents and warrants
that:
14.1. CORPORATE ORGANIZATION AND GOOD STANDING.
World-Am Communications Inc. is a corporation duly
organized, validly existing, and in good standing under
the laws of the State of Florida and is qualified to do
business as a foreign corporation in each jurisdiction,
if any, in which its property or business requires such
qualification.
14.2. CAPITALIZATION. World-Am's authorized
capital stock consists of 125,000,000 shares of Common
Stock, $.001 par value, of which 40,000,000 shares are
issued and outstanding, and 10,000,000 shares of
preferred stock, of which none are issued and
outstanding.
14.3. ISSUED STOCK. All the outstanding shares
of its Common Stock are duly authorized and validly
issued fully paid and nonassessable.
14.4. STOCK RIGHTS. There are no stock grants,
options, rights, warrants or other rights to purchase or
obtain World-Am Common or Preferred Stock issued or
committed to be issued.
14.5 CORPORATE AUTHORITY. World-Am
Communications Inc. has all Requisite corporate power and
authority to own, operate and lease its properties, to
carry on its business as it is now being conducted and to
execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements
and instruments related to this agreement.
14.6. SUBSIDIARIES. Except as set out in
Disclosure Schedule 14.6, World-Am Communications Inc.
has no subsidiaries.
14.7. FINANCIAL STATEMENTS. World-Am's
Financial Statements fairly present the financial
condition of World-Am as of the date therein and the
results of its operations for the periods then ended in
conformity with generally accepted accounting principles
consistently applied.
14.8. ABSENCE OF UNDISCLOSED LIABILITIES.
Except to the extent reflected or reserved against in the
World-Am Communications Inc. Financial Statements, World-
Am did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or
otherwise) of nature customarily reflected in a corporate
balance sheet prepared in accordance with generally
accepted accounting principles.
14.9. NO MATERIAL CHANGES. There has been no
material adverse change in the business, properties or
financial condition of World-Am since the date of the
World-Am Communications Inc. Financial Statements.
14.10. LITIGATION. Except as set out in
Disclosure Schedule 14.10, there is not, to the knowledge
of World-Am, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated
against World-Am or against any of its officers.
14.11. CONTRACTS. World-Am is not a party to
any material contract not in the ordinary course of
business or in the course of its proposed acquisitions
that is to be performed in whole or in part at or after
the date of this Agreement.
14.12. TITLE. World-Am Communications Inc. has
good and marketable title to all the real property and
good and valid title to all other property included in
the World-Am Financial Statements. The properties of
World-Am are not subject to any mortgage, encumbrance or
lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the
conduct of the business of New Millennium.
14.13. TAX RETURNS. All required tax returns
for federal, state, county, municipal, local, foreign and
other taxes and assessments have been properly prepared
and filed by World-Am for all years for which such
returns are due unless an extension for filing any such
return has been filed. Any and all federal, state,
county, municipal, local, foreign and other taxes and
assessments, including any and all interest, penalties
and additions imposed with respect to such amounts have
been paid or provided for. The provisions for federal
and state taxes reflected in the World-Am Financial
Statements are adequate to cover any such taxes that
maybe assessed against World-Am in respect of its
business and its operations during the periods covered by
the World-Am Financial Statements and all prior periods.
14.14. NO VIOLATION. Consummation of the Merger
will not constitute or result in a breach or default
under any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of
World-Am is subject or by which World-Am Communications
Inc. is bound.
15. CONDUCT OF XXXXXX PENDING THE MERGER DATE.
Xxxxxx covenants that between the date of this Agreement
and the Merger Date:
15.1. No change will be made in Xxxxxx'x
Articles of Incorporation or bylaws.
15.2. Xxxxxx will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital stock
other than as provided herein.
15.3. Xxxxxx will use its best efforts to
maintain and preserve its business organization, employee
relationships and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
16 CONDUCT OF WORLD-AM COMMUNICATIONS INC.
PENDING THE MERGER DATE. World-Am covenants that between
the date of this Agreement and the Merger Date:
16.1. No change will be made in World-Am's
Articles of incorporation or bylaws.
16.2. World-Am will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital stock
otherwise than as provided herein.
16.3. World-Am will use its best efforts to
maintain and preserve its business organization, employee
relationships and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
17. CONDITIONS PRECEDENT TO OBLIGATION OF WORLD-AM.
World-AM's obligation to consummate the Merger shall
be subject to fulfillment on or before the Merger Date of
each of the following conditions, unless waived in
writing by Xxxxxx:
17.1. WORLD-AM'S REPRESENTATIONS AND WARRANTIES.
The representations and warranties of World-Am set forth
herein shall be true and correct at the Merger Date as
though made at and as of that date, except as affected by
transactions contemplated hereby.
17.2. WORLD-AM'S COVENANTS. World-Am shall have
performed all covenants required by this agreement to be
performed by it on or before the Merger Date.
17.3. APPROVAL. World-Am shall have approved
this agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders.
17.4. SUPPORTING DOCUMENTS OF WORLD-AM. World-Am
Communications Inc. shall have delivered to Xxxxxx
supporting documents in form and substance satisfactory
to Xxxxxx to the effect that:
(I) World-Am Communications Inc. is a corporation
duly organized, validly existing, and in good standing.
(ii) World-Am's authorized and issued capital
stock is asset forth herein.
(iii) The execution and adoption of this
agreement have been duly authorized by World-Am
Communications Inc. in such manner as is required bylaw
including all appropriate action by directors and, if
required, by shareholders.
18. CONDITIONS PRECEDENT TO OBLIGATION OF WORLD-AM.
World-Am's obligation to consummate the Merger shall
be subject to fulfillment by Xxxxxx on or before the
Merger Date of each of the following conditions, unless
waived in writing by World-Am:
18.1. XXXXXX'X REPRESENTATIONS AND WARRANTIES.
The representations and warranties of Xxxxxx set forth
herein shall be true and correct at the Merger Date as
though made at and as of that date, except as affected by
transactions contemplated hereby.
18.2. XXXXXX'X COVENANTS. Xxxxxx shall have
performed all covenants required by this agreement to be
performed by it on or before the Merger Date.
18.3. APPROVAL. Xxxxxx shall have approved this
Agreement in such manner as is required by law including
all appropriate action by directors and, if required, by
shareholders.
18.4. SUPPORTING DOCUMENTS OF XXXXXX. Xxxxxx
shall have delivered to World-Am supporting documents in
form and substance satisfactory to World-Am to the effect
that:
(I) Xxxxxx is a corporation duly organized,
validly existing, and in good standing.
(ii) Xxxxxx'x authorized and issued capital stock
is as set forth herein.
(iii) The execution and adoption of this
Agreement have been duly authorized by Xxxxxx in such
manner as is required bylaw including all appropriate
action by directors and, if required, by shareholders.
19. ACCESS. From the date hereof to the Merger
Date, World-Am and Xxxxxx shall provide each other with
such information and permit each other's officers and
representatives such access to its properties and books
and records as the other may from time to time reasonably
request. If the Merger is not consummated as defined
hereafter, all documents and consideration received in
connection with this agreement shall be returned to the
party furnishing such documents and consideration, and
all information so received shall be treated as
confidential.
20. CLOSING.
20.1. The transfers and deliveries to be made
pursuant to this agreement (the "Closing") shall be made
by and take place at the offices of the Exchange Agent or
other location designated by the Constituent Corporations
without requiring the meeting of the parties hereof. All
proceedings to be taken and all documents to be executed
at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding
shall be deemed taken nor documents deemed executed or
delivered until all have been taken, delivered and
executed.
20.2. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or
transmission required by this agreement or any signature
required thereon may be used in lieu of an original
writing or transmission or signature for any and all
purposes for which the original could be used, provided
that such copy, facsimile telecommunication or other
reproduction shall be complete reproduction of the entire
original writing or transmission or original signature.
20.3. At the Closing, Xxxxxx shall deliver to
the Exchange Agent in satisfactory form, if not already
delivered to World-Am:
(I) A list of the holders of record of the shares
of Xxxxxx Common Stock being exchanged, with an
itemization of the number of shares held by each, the
address of each holder, and the aggregate number of
shares of World-Am Common Stock to be issued to each
holder;
(ii) Evidence of the execution and adoption of
this Agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders;
(iii) Certificate of the Secretary of State of
Delaware as of a recent date as to the good standing of
Xxxxxx;
(iv) Certified copies of the resolutions of the
board of directors of Xxxxxx authorizing the execution of
this agreement and the consummation of the Merger;
(v) The Xxxxxx Financial Statements;
(vi) Secretary's certificate of incumbency of the
officers and directors of Xxxxxx;
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
(viii) The share certificates for the outstanding
Common Stock of Xxxxxx to be exchanged hereunder or,
where any such certificate is not delivered, an affidavit
of lost certificate or other reason for non-delivery.
20.4. At the Closing, World-Am Communications
Inc. shall deliver to the Exchange Agent in satisfactory
form, if not already delivered to Xxxxxx:
(I) A list of its shareholders of record;
(ii) Evidence of the execution and adoption of
this Agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders;
(iii) Certificate of the Secretary of State of
its state of incorporation as of a recent date as to the
good standing of World-Am;
(iv) Certified copies of the resolutions of the
board of directors of World-Am authorizing the execution
of this agreement and the consummation of the Merger;
(v) The World-Am Communications Inc. Financial
Statements;
(vi) Secretary's certificate of incumbency of the
officers and directors of World-Am;
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
(viii) The share certificates of World-Am
Communications Inc. to be delivered to the shareholders
of Xxxxxx hereunder, in proper names and amounts, and
bearing legends, if any, required and appropriate under
applicable securities laws.
21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Constituent
Corporations set out herein shall survive the Merger
Date.
22. ARBITRATION.
22.1. SCOPE. The parties hereby agree that any
and all claims (except only for requests for injunctive
or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising
out of this agreement or from any other cause, will be
resolved by arbitration before the American Arbitration
Association within the state of Nevada.
22.2. CONSENT TO JURISDICTION, SITUS AND JUDGMENT.
The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and
the situs of the arbitration (and any requests for
injunctive or other equitable relief) within the state of
Nevada. Any award in arbitration may be entered in any
domestic or foreign court having jurisdiction over the
enforcement of such awards.
22.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State
of Nevada, determined without regard to its provisions,
which would otherwise apply to question of conflict of
laws.
22.4. DISCLOSURE AND DISCOVERY. The arbitrator
may, in its discretion, allow the parties to make
reasonable disclosure and discovery in regard to any
matters which are the subject of the Arbitration and to
compel compliance with such disclosure and discovery
order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as
they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and
minimize the expense of the arbitration.
22.5. RULES OF LAW. Regardless of any practices
of arbitration to the contrary, the arbitrator will apply
the rules of contract and other law of the jurisdiction
whose law applies to the arbitration so that the decision
of the arbitrator will be, as much as possible, the same
as if the dispute had been determined by a court of
competent jurisdiction.
22.6. FINALITY AND FEES. Any award or decision by
the American Arbitration Association shall be final,
binding and non-appealable except as to errors of law or
the failure of the arbitrator to adhere to the
arbitration provisions contained in this agreement. Each
party to the arbitration shall pay its own costs and
counsel fees except as specifically provided otherwise in
this agreement.
22.7. MEASURE OF DAMAGES. In any adverse action,
the parties shall restrict themselves to claims for
compensatory damages and\or securities issued or to be
issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple damages.
22.8. COVENANT NOT TO XXX. The parties covenant
that under no conditions will any party or any affiliate
file any action against the other (except only requests
for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association,
and the parties agree that any such action, if filed,
shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees
to the prevailing party.
22.9. INTENTION. It is the intention of the
parties and their affiliates that all disputes of any
nature between them, whenever arising, whether in regard
to this Agreement or any other matter, from whatever
cause, based on whatever law, rule or regulation, whether
statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no
party or affiliate be required to litigate in any other
forum any disputes or other matters except for requests
for injunctive or equitable relief. This Agreement shall
be interpreted in conformance with this stated intent of
the parties and their affiliates.
23 SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this
agreement for any reason.
23.1. FURTHER ASSURANCES. From time to time, each
party will execute such additional instruments and take
such actions as may be reasonably required to carry out
the intent and purposes of this agreement.
23.2. WAIVER. Any failure on the part of either
party hereto to comply with any of its obligations,
agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
23.3. BROKERS. Each party agrees to indemnify
and hold harmless the other party against any fee, loss
or expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
23.4. NOTICES. All notices and other
communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent
by prepaid first-class certified mail, return receipt
requested, or recognized commercial courier service, as
follows:
If to Xxxxxx, to:
Xxxxxx Corporation
000 Xxxxx Xx.
Xxxx Xxxxx, X.X.
Xxxxxx X0X-0X0
If to World-Am, to:
World-Am Communications Inc.
1400W.122nd.Ave, Xxxxx 000
Xxxxxxxxxxx Xxxxxxxx, 00000
24. GOVERNING LAW. This Agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of Nevada.
25. ASSIGNMENT. This Agreement shall inure to
the benefit of, and be binding upon, the parties hereto
and their successors and assigns; provided, however, that
any assignment by either party of its rights under this
agreement without the written consent of the other party
shall be void.
26. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together
shall constitute one and the same instrument. Signatures
sent by facsimile transmission shall be deemed to be
evidence of the original execution thereof.
27. EXCHANGE AGENT AND CLOSING DATE. The
Exchange Agent shall be Xxxxxxx Xxxxxx, Tampa Bay,
Florida. The Closing shall take place upon the
fulfillment by each party of all the conditions of
Closing required herein, but not later than 3 days
following execution of this Agreement unless extended by
mutual consent of the parties.
28. REVIEW OF AGREEMENT. Each party
acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption
shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this
Agreement.
29. SCHEDULES. All schedules attached hereto,
if any, shall be acknowledged by each party by signature
or initials thereon.
30. EFFECTIVE DATE. The effective date of this
agreement shall be May11, 2000.
IN WITNESS WHEREOF, the parties have executed this
Agreement.
XXXXXX CORPORATION
This 11 day of May 2000
By:/s/ Xxxxxx Xxxxx
President
This 11 day of May 2000
By:/s/ Xxxxxx Xxxxxx
Shareholder
WORLD-AM COMMUNICATIONS INC.
This 11 day of May 2000
By:/s/ Xxx Xxxxxxxxx,
President
EXCHANGE AGENT
This 11 day of May 2000
By:/s/ Xxxxxxx Xxxxxx
EXHIBIT A
Xxxxxx Shares Owned World Am Shares to be Received
Xxxxxx Xxxxx - 5,000,000 shares 133,938 shares
Xxxxxx Xxxxxx - 600,000 shares 16,071 shares
