AGREEMENT AND
PLAN OF REORGANIZATION
DATED MARCH 15, 1999
BETWEEN
CONSOLIDATED BUILDERS SUPPLY CORPORATION
AND
GLOBAL BUSINESS INFORMATION DIRECTORY, INC.
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement")
is entered into this 15th day of March, 1999 by and between
Consolidated Builders Supply Corporation, a Colorado corporation
("CBSC" or "Surviving Corporation") and Global Business Information
Directory, a Delaware corporation ("GBID").
RECITALS
A. Subject to and in accordance with the terms and conditions
of this Agreement and pursuant to the Articles of Merger
attached hereto as Exhibit A ("Articles of Merger"), the parties
intend that GBID will merge with and into CBSC (the "Merger"),
whereby at the Effective Time, all of the GBID Common Stock will be
converted into five million two hundred and fifty-nine thousand two
hundred and fifty (5,259,250)(1) shares of the common stock of CBSC
(the "CBSC Common Stock").
____________________
(1) All references to the number of shares of CBSC common stock
are adjusted to reflect a 1 to 5 reverse split effective March 15, 1999.
B. For federal income tax purposes, it is
intended that the Merger shall qualify as a tax free reorganization
within the meaning of Section368(a)(1)(A) of the Code.
C. The parties hereto desire to set forth certain representations,
warranties and covenants made by each to the otheras an inducement
to the consummation of the Merger.
AGREEMENT
NOW, THEREFORE, in reliance on the foregoing recitals and in and
for the consideration and mutual covenants set forth herein,
the parties agree as follows:
1. CERTAIN DEFINITIONS.
1.1 "AFFILIATE" shall have the meaning set forth in the rules
and regulations promulgated by the Commission pursuant
to the Securities Act.
1.2 "CLOSING" shall mean the closing of the
transactions contemplated by this Agreement.
1.3 "CLOSING DATE" shall mean the date of the
Closing.
1.4 "CODE" shall mean the United States Internal
Revenue Code of 1986, as amended.
1.5 "COMMISSION" shall mean the United States
Securities and Exchange Commission.
1.6 "DISSENTING SHARES" shall mean those shares
held by holders who perfect their appraisal rights under the
applicable state laws.
1.7 "EFFECTIVE TIME" shall mean the date and time
of the effectiveness of the Merger under Colorado and Delaware law.
1.8 "GAAP" shall mean generally accepted
accounting principles.
1.9 "GBID COMMON STOCK" shall mean all of the
outstanding shares of Common Stock of GBID.
1.10 "MATERIAL ADVERSE EFFECT" shall mean a
material adverse effect on the operations, assets or financial
condition (financial or otherwise) of an entity considered as a whole.
1.11 "SECURITIES ACT" shall mean the Securities Act
of 1933, as amended, or any similar federal statute and the rules
and regulations thereunder, all as the same shall be in effect at
the time.
1.12 "TRANSACTION DOCUMENTS" shall mean all
documents or agreements attached as an exhibit or schedule hereto,
and set forth on the Table of Contents.
2. PLAN OF REORGANIZATION.
2.1 THE MERGER. Subject to the terms and
conditions of this Agreement and the Articles of Merger, GBID shall
be merged with and into CBSC in accordance with the applicable
provisions of the laws of the States of Colorado and Delaware, and
with the terms and conditions of this Agreement and the Articles of
Merger, so that:
(A) At the Effective Time (as defined in Section
2.5 (below)), GBID shall be merged with and into CBSC.
As a result of the Merger, the separate corporate existence of GBID
shall cease, and CBSC shall continue as the surviving corporation,
and shall succeed to and assume all of the rights and obligations of
GBID in accordance with the laws of Colorado.
(B) The Certificate of Incorporation and Bylaws of
CBSC in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation and Bylaws, respectively,
of the Surviving Corporation after the Effective Time unless and
until further amended as provided by law.
(C) Subject to the terms of this Agreement,
at the Effective Time, the Board of Directors of CSBC
shall appoint Xxxxx Xxxxxxxxxx to its board of directors. Xx.
Xxxxxxxxxx and the rest of CSBC's Board of Directors shall hold
their position until the election and qualification of their
respective successors or until their tenure is otherwise terminated
in accordance with the Bylaws of the Surviving Corporation.
2.2 CONVERSION OF SHARES. Each share of GBID Common
Stock,issued and outstanding immediately prior to the
Effective Time, will, by virtue of the Merger, and at the
Effective Time, and without further action on the part of
any holder thereof, be converted into 1.09 shares of fully
paid and nonassessable shares of CBSC Common Stock.
2.3 FRACTIONAL SHARES. No fractional shares of
CBSC Common Stock will be issued in connection with the Merger.
2.4 THE CLOSING. Subject to termination of this
Agreement as provided in Section 5 (below), the Closing shall take
place at the offices of M. Xxxxxxx Xxxxxx, 000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, as soon as possible upon the
satisfaction or waiver of all conditions set forth in Section 3
hereof, or such other time and place as is mutually agreeable to the
parties.
2.5 EFFECTIVE TIME. Simultaneously with the
Closing, the Articles of Merger shall be filed in the office of the
Secretary of State of the State of Colorado. The Merger shall
become effective immediately upon the filing of the Articles of
Merger with such office.
2.6 TAX FREE REORGANIZATION. The parties intend
to adopt this Agreement as a tax-free plan of reorganization and to
consummate the Merger in accordance with the provisions of
Section368(a)(1)(A) of the Code. Each party agrees that it will not
take or assert any position on any tax return, report or otherwise
which is inconsistent with the qualification of the Merger as a
reorganization within the meaning of Section368(a) of the Code.
CBSC represents now, and as of the Closing Date, that it presently
intends to continue GBID's historic business or use a significant
portion of GBID's business assets in a business.
3. REPRESENTATIONS AND WARRANTIES OF GBID. GBID represents
and warrants to CBSC as set forth below. No fact or
circumstance disclosed shall constitute an exception to these
representations and warranties except as may mutually be agreed upon
in writing by the parties hereto.
3.1 ORGANIZATION. GBID is a corporation duly organized,
validly existing and in good standing under the laws of
the state of Delaware and has the corporate power and authority to
carry on its business as it is now being conducted. GBID is duly
qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or properties makes
such qualification or licensing necessary except where the failure
to be so qualified would not have a Material Adverse Effect on GBID.
3.2 CAPITALIZATION.
(A) The authorized capital of GBID
consists of 50,000,000 shares of Common Stock, par value $0.0001 per
share, of which 4,825,000 shares are issued and outstanding.
(B) GBID does not have outstanding any
preemptive rights, subscription rights, options, warrants, rights to
convert or exchange, capital stock equivalents, or other rights to
purchase or otherwise acquire any GBID capital stock or other
securities.
(C) All of the issued and outstanding shares of GBID
capital stock have been duly authorized, validly
issued, are fully paid and nonassessable, and such capital stock has
been issued in full compliance with all applicable federal and state
securities laws. None of GBID's issued and outstanding shares of
capital stock are subject to repurchase or redemption rights.
(D) Except for any restrictions imposed by applicable
state and federal securities laws, there is no right
of first refusal, option, or other restriction on transfer
applicable to any shares of GBID's capital stock.
(E) GBID is not a party or subject to any agreement
or understanding (and, to GBID's actual knowledge,
there is no agreement or understanding between or among any persons)
that affects or relates to the voting or giving of written consent
with respect to any security.
3.3 POWER, AUTHORITY AND VALIDITY. GBID has the
corporate power to enter into this Agreement and the other
Transaction Documents to which it is a party and to carry out its
obligations hereunder and thereunder. The execution and delivery of
this Agreement and the Transaction Documents and the consummation of
the transactions contemplated hereby and thereby have been duly
authorized by the Board of Directors of GBID and no other corporate
proceedings on the part of GBID are necessary to authorize this
Agreement, the other Transaction Documents and the transactions
contemplated herein and therein. GBID is not subject to, or
obligated under, any charter, bylaw or contract provision or any
license, franchise or permit, or subject to any order or decree,
which would be breached or violated by or in conflict with its
executing and carrying out this Agreement and the transactions
contemplated hereunder and under the Transaction Documents. Except
for (i) the filing of the Articles of Merger with the Secretary of
State of the State of Colorado and appropriate documents with the
relevant authorities of other states in which GBID is qualified to
do business, and (ii) filings under applicable securities laws, no
consent of any person who is a party to a contract which is material
to GBID's business, nor consent of any governmental authority, is
required to be obtained on the part of GBID to permit the
transactions contemplated herein and to permit GBID to continue the
business activities of GBID as previously conducted by GBID without
a Material Adverse Effect. This Agreement is, and the other
Transaction Documents when executed and delivered by GBID shall be,
the valid and binding obligations of GBID, enforceable in accordance
with their respective terms.
3.4 TAX-FREE REORGANIZATION.
(A) GBID has not taken or agreed to take any action
that would prevent the Merger from constituting a reorganization
qualifying under the provisions of Section368(a) of
the Code.
(B) GBID is not an investment company
as defined in SectionSection368(a)(2)(F)(iii)
and (iv) of the Code.
3.5 NO BROKERS. GBID is not obligated for the
payment of fees or expenses of any broker or finder in connection
with the origin, negotiation or execution of this Agreement or the
Articles of Merger or in connection with any transaction
contemplated hereby or thereby.
4. REPRESENTATIONS AND WARRANTIES OF CBSC. CBSC
represents and warrants to GBID as set forth below. No fact or
circumstance disclosed to GBID shall constitute an exception to
these representations and warranties except as may mutually be
agreed upon in writing by GBID and CBSC.
4.1 ORGANIZATION. CBSC is a corporation duly
organized, validly existing and in good standing under the laws of
the state of Colorado and has the corporate power and authority to
carry on its business as it is now being conducted. CBSC is duly
qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its businesses or properties
makes such qualification or licensing necessary except where the
failure to be so qualified would not have a Material Adverse Effect
on CBSC.
4.2 CAPITALIZATION.
(A) The authorized capital of CBSC consists of
100,000,000 shares of Common Stock, par value $0.001, of
which 3,120,000 (post-split) shares are issued and outstanding
(without giving effect to the shares issued to GBID hereunder), and
10,000,000 shares of preferred stock, par value $0.01, of which no
shares are issued and outstanding.
(B) All of the issued and outstanding shares of CBSC
capital stock have been duly authorized, validly
issued, are fully paid and nonassessable, and such capital stock has
been issued in full compliance with all applicable federal and state
securities laws. None of CBSC's issued and outstanding shares of
capital stock are subject to repurchase or redemption rights.
(C) Except for any restrictions imposed by applicable
state and federal securities laws, there is no right
of first refusal, option, or other restriction on transfer
applicable to any shares of CBSC capital stock.
(D) CBSC is not a party or subject to any agreement
or understanding (and, to CBSC's actual knowledge,
there is no agreement or understanding between or among any persons)
that affects or relates to the voting or giving of written consent
with respect to any security.
4.3 POWER, AUTHORITY AND VALIDITY. CBSC has the
corporate power to enter into this Agreement and the other
Transaction Documents to which they are parties and to carry out
their obligations hereunder and thereunder. The execution and
delivery of this Agreement and the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby
have been duly authorized by the Board of Directors of CBSC and no
other corporate proceedings on the part of CBSC are necessary to
authorize this Agreement, the other Transaction Documents and the
transactions contemplated herein and therein. CBSC is not subject
to, or obligated under, any charter, bylaw or contract provision or
any license, franchise or permit, or subject to any order or decree,
which would be breached or violated by or in conflict with its
executing and carrying out this Agreement and the transactions
contemplated hereunder and under the Transaction Documents. Except
for (i) the filing of the Articles of Merger with the Secretary of
State of the State of Colorado and appropriate documents with the
relevant authorities of other states in which CBSC is qualified to
do business, and (ii) filings under applicable securities laws, no
consent of any person who is a party to a contract which is material
to CBSC's business, nor consent of any governmental authority,
is required to be obtained on the part of CBSC to permit the
transactions contemplated herein and to permit CBSC to continue the
business activities of CBSC as previously conducted by CBSC without
a Material Adverse Effect. This Agreement is, and the other
Transaction Documents when executed and delivered by CBSC shall be,
the valid and binding obligations of CBSC, enforceable in accordance
with their respective terms.
4.4 TAX-FREE REORGANIZATION.
(A) CBSC has not taken or agreed to take any action
that would prevent the Merger from constituting a
reorganization qualifying under the provisions of Section368(a) of
the Code.
(B) CBSC is not an investment company as
defined in SectionSection368(a)(2)(F)(iii) and (iv) of the Code.
4.5 NO BROKERS. CBSC is not obligated for the
payment of fees or expenses of any broker or finder in connection
with the origin, negotiation or execution of this Agreement or the
Articles of Merger or in connection with any transaction
contemplated hereby or thereby.
5. PRECLOSING COVENANTS OF GBID.
5.1 NOTICES AND APPROVALS. GBID agrees: (a) to
give all notices to third parties which may be necessary or deemed
desirable by CBSC in connection with this Agreement and the
consummation of the transactions contemplated hereby; (b) to use its
best efforts to obtain all federal and state governmental regulatory
agency approvals, consents, permit, authorizations, and orders
necessary or deemed desirable by CBSC in connection with this
Agreement and the consummation of the transaction contemplated
hereby; and (c) to use its best efforts to obtain, and to cause GBID
to obtain, all consents and authorizations of any other third
parties necessary or deemed desirable by CBSC in connection with
this Agreement and the consummation of the transactions contemplated
hereby.
5.2 INFORMATION FOR CBSC S STATEMENTS AND
APPLICATIONS. GBID and its employees, accountants and attorneys
shall cooperate fully with CBSC in the preparation of any statements
or applications made by CBSC to any federal or state governmental
regulatory agency in connection with this Agreement and the
transactions contemplated hereby and to furnish CBSC with all
information concerning GBID necessary or deemed desirable by CBSC
for inclusion in such statements and applications, including,
without limitation, all requisite financial statements and schedules.
6. MUTUAL COVENANTS.
6.1 REGULATORY FILINGS; CONSENTS; REASONABLE EFFORTS.
Subject to the terms and conditions of this Agreement,
GBID and CBSC shall use their respective best efforts to (i) make
all necessary filings with respect to the Merger and this Agreement
under the Securities Act, and applicable blue sky or similar
securities laws and shall use all reasonable efforts to obtain
required approvals and clearances with respect thereto and shall
supply all additional internally prepared
information requested in connection
therewith; (ii) make merger notification or other
appropriate filings with federal, state or local governmental bodies
or applicable foreign governmental agencies and shall use all
reasonable efforts to obtain required approvals and clearances with
respect thereto and shall supply all additional internally prepared
information requested in connection therewith; (iii) obtain all
consents, waivers, approvals, authorizations and orders required in
connection with the authorization, execution and delivery of this
Agreement and the consummation of the Merger; and (iv) take, or
cause to be taken, all appropriate action, and do, or cause to be
done, all things necessary, proper or advisable to consummate and
make effective as promptly as practicable the transactions
contemplated by this Agreement.
6.2 FURTHER ASSURANCES. Prior to and following
the Closing, each party agrees to cooperate fully with the other
parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be
reasonably requested by any other party to better evidence and
reflect the transactions described herein and contemplated hereby
and to carry into effect the intents and purposes of this Agreement.
7. CLOSING MATTERS.
7.1 FILING OF ARTICLES OF MERGER. On the date of
the Closing, but not prior to the Closing, the Articles of Merger
shall be filed with the offices of the Secretary of State of the
State of Colorado and the merger of GBID with and into CBSC shall be
consummated.
7.2 EXCHANGE OF CERTIFICATES. At or within 45
days of the Closing, CBSC shall deliver and issue to each
shareholder of GBID a certificate or certificates representing the
CBSC Common Stock issuable to such shareholder as consideration in
this Merger.
7.3 DELIVERY OF DOCUMENTS. On or before the
Closing, the parties shall deliver the documents, and shall perform
the acts specified herein, including delivery of the counterpart
signature pages of the Transaction Documents executed by GBID and/or
CBSC, as the case may be. All documents which GBID shall deliver or
cause to be delivered shall be in form and substance reasonably
satisfactory to CBSC. All documents which CBSC shall deliver or
cause to be delivered shall be in form and substance reasonably
satisfactory to GBID.
8. TERMINATION OF AGREEMENT.
8.1 TERMINATION. This Agreement may be terminated
at any time prior to the Closing by the mutual written consent of
each of the parties hereto. This Agreement may also be terminated
and abandoned by either GBID or CBSC, if the Merger is not effected
by March 20, 1999. Any termination of this Agreement under this
Section 5.1 shall be effected by the delivery of written notice of
the terminating party to the other parties hereto.
8.2 LIABILITY FOR TERMINATION. Any termination of
this Agreement pursuant to this Section 5 shall be without further
obligation or liability upon any party in favor of any other party
hereto; provided, that if such termination shall result from the
willful failure of a party to carry out its obligations under this
Agreement, then such party shall be liable for losses incurred by
the other parties as set forth in Section 5.5. The provisions of
this Section 5.2 shall survive termination.
8.3 CERTAIN EFFECTS OF TERMINATION. In the event
of the termination of this Agreement as provided in Section 5.1
herein, each party, if so requested by the other party, will (i)
return promptly every document (other than documents publicly
available) furnished to it by the other party (or any subsidiary,
division, associate or affiliate of such other party) in connection
with the transactions contemplated hereby, whether so obtained
before or after the execution of this Agreement, and any copies
thereof which may have been made, and will cause its representatives
and any representatives of financial institutions and investors and
others to whom such documents were furnished promptly to return such
documents and any copies thereof any of them may have made; or (ii)
destroy such documents and cause its representatives and such other
representatives to destroy such documents, and such party shall
deliver a certificate executed by its president or vice president
stating to such effect; and
8.4 REMEDIES. No party shall be limited to the
termination right granted in Section 5.1 hereto by reason of the
nonfulfillment of any condition to such party's closing obligations
but may, in the alternative, elect to do one of the following:
(A) proceed to close despite the nonfulfillment
of any closing condition, it being understood that
consummation of the transactions contemplated hereby shall be deemed
a waiver of any misrepresentation or breach of warranty or covenant
and of any party's rights and remedies with respect thereto to the
extent that the other party shall have actual knowledge of such
misrepresentation or breach and the Closing shall nonetheless take
place; or
(B) decline to close, terminate this Agreement
as provided in Section 5.1 hereof, and thereafter seek
damages to the extent permitted in Section 5.5 hereof.
8.5 ARBITRATION. Any dispute arising out of this
Agreement, or its performance or breach, shall be resolved by
binding arbitration conducted by JAMS/Endispute under the
JAMS/Endispute Rules for Complex Arbitration (the "JAMS Rules").
This arbitration provision is expressly made pursuant to and shall
be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-14.
The parties hereto agree that pursuant to Section 9 of the Federal
Arbitration Act, a judgment of the United States District Courts for
the Southern District of California shall be entered upon the award
made pursuant to the arbitration. A single arbitrator, who shall
have the authority to allocate the costs of any arbitration
initiated under this paragraph, shall be selected according to the
JAMS Rules within ten (10) days of the submission to JAMS/Endispute
of the response to the statement of claim or the date on which any
such response is due, whichever is earlier. The arbitrator shall
conduct the arbitration in accordance with the Federal Rules of
Evidence. The arbitrator shall decide the amount and extent of
pre-hearing discovery which is appropriate. The arbitrator shall
have the power to enter any award of monetary and/or injunctive
relief (including the power to issue permanent injunctive relief and
also the power to reconsider any prior request for immediate
injunctive relief by either of the parties and any order as to
immediate injunctive relief previously granted or denied by a court
in response to a request therefor by either of the parties),
including the power to render an award as provided in Rule 43 of the
JAMS Rules; provided, however, that the arbitrator shall not have
the power to award punitive damages under any circumstances (whether
styled as punitive, exemplary, or treble damages, or any penalty or
punitive type of damages) regardless of whether such damages may be
available under applicable law, the parties hereby waiving CBSC
rights to recover any such damages. The arbitrator shall award the
prevailing party its costs
and reasonable attorneys' fees, and the losing
party shall bear the entire cost of the arbitration,
including the arbitrator's fees. All arbitration shall be held in
Orange County, California. In addition to the above court, the
arbitration award may be enforced in any court having jurisdiction
over the parties and the subject matter of the arbitration.
Notwithstanding the foregoing, the parties irrevocably submit to the
nonexclusive jurisdiction of the state and federal courts situated
where the respondent is domiciled or resides as of the Effective
Date in any action to enforce an arbitration award. With respect to
any request for immediate injunctive relief, that state and federal
courts in Orange County, California shall have exclusive
jurisdiction and venue over any such disputes.
9. MISCELLANEOUS.
9.1 GOVERNING LAWS. It is the intention of the parties
hereto that the internal laws of the State of California
(irrespective of its choice of law principles) shall govern the
validity of this Agreement, the construction of its terms, and the
interpretation and enforcement of the rights and duties of the
parties hereto.
9.2 BINDING UPON SUCCESSORS AND ASSIGNS. Subject to,
and unless otherwise provided in, this Agreement, each and all
of the covenants, terms, provisions, and agreements contained herein
shall be binding upon, and inure to the benefit of, the permitted
successors, executors, heirs, representatives, administrators and
assigns of the parties hereto.
9.3 SEVERABILITY. If any provision of this Agreement,
or the application thereof, shall for any reason and to
any extent be invalid or unenforceable, the remainder of this
Agreement and application of such provision to other persons or
circumstances shall be interpreted so as best to reasonably effect
the intent of the parties hereto. The parties further agree to
replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision which will achieve, to the extent
possible, the economic, business and other purposes of the void or
unenforceable provision.
9.4 ENTIRE AGREEMENT. This Agreement, the exhibits
hereto, the documents referenced herein, and the exhibits
thereto, constitute the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and thereof
and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied,
written or oral, between the parties with respect hereto and
thereto. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the
terms hereof.
9.5 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original as
against any party whose signature appears thereon and all of which
together shall constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of
the parties reflected hereon as signatories.
9.6 EXPENSES. Except as provided to the contrary herein,
each party shall pay all of its own costs and expenses
incurred with respect to the negotiation, execution and delivery of
this Agreement, the exhibits hereto, and the other Transaction
Documents.
9.7 AMENDMENT AND WAIVERS. Any term or provision of this
Agreement may be amended, and the observance of any term of
this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a
writing signed by the party to be bound thereby. The waiver by a
party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed
to constitute a waiver of any other default or any succeeding breach
or default.
9.8 SURVIVAL OF AGREEMENTS. All covenants,agreements,
representations and warranties made herein shall survive
the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby notwithstanding any
investigation of the parties hereto and shall terminate on the date
one year after the Closing Date.
9.9 NO WAIVER. The failure of any party to enforce
any of the provisions hereof shall not be construed to be a
waiver of the right of such party thereafter to enforce such
provisions.
9.10 ATTORNEYS' FEES. Should suit be brought to enforce
or interpret any part of this Agreement, the prevailing
party shall be entitled to recover, as an element of the costs of
suit and not as damages, reasonable attorneys' fees to be fixed by
the court (including without limitation, costs, expenses and fees on
any appeal). The prevailing party shall be the party entitled to
recover its costs of suit, regardless of whether such suit proceeds
to final judgment. A party not entitled to recover its costs shall
not be entitled to recover attorneys' fees. No sum for attorneys'
fees shall be counted in calculating the amount of a judgment for
purposes of determining if a party is entitled to recover costs or
attorneys' fees.
9.11 NOTICES. Any notice provided for or permitted under
this Agreement will be treated as having been given when (a)
delivered personally, (b) sent by confirmed telex or telecopy, (c)
sent by commercial overnight courier with written verification of
receipt, or (d) mailed postage prepaid by certified or registered
mail, return receipt requested, to the party to be notified, at the
address set forth below, or at such other place of which the other
party has been notified in accordance with the provisions of this
Section 6.11.
If to CBSC:
Consolidated Builders Supply Corporation
c/o The Law Offices of M. Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to GBID:
Global Business Information Directory, Inc.
000 Xxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
Facsimile No.: (____) ________________
Such notice shall be treated as effective when sent.
9.12 TIME. Time is of the essence of this Agreement.
9.13 CONSTRUCTION OF AGREEMENT. This Agreement has been
negotiated by the respective parties hereto and their attorneys
and the language hereof shall not be construed for or against any
party. The titles and headings herein are for reference purposes
only and shall not in any manner limit the construction of this
Agreement which shall be considered as a whole.
9.14 NO JOINT VENTURE. Nothing contained in this Agreement
shall be deemed or construed as creating a joint venture
or partnership between any of the parties hereto. No party is by
virtue of this Agreement authorized as an agent, employee or legal
representative of any other party. No party shall have the power to
control the activities and operations of any other and each party's
status is, and at all times, will continue to be, that of
independent contractors with respect to each other. No party shall
have any power or authority to bind or commit any other. No party
shall hold itself out as having any authority or relationship in
contravention of this Section 6.14.
9.15 PRONOUNS. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or
neuter, singular or plural, as the identity of the person, persons,
entity or entities may require.
9.16 FURTHER ASSURANCES. Each party agrees to cooperate
fully with the other parties and to execute such further
instruments, documents and agreements and to give such further
written assurances, as may be reasonably requested by any other
party to better evidence and reflect the transactions described
herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.
9.17 ABSENCE OF THIRD-PARTY BENEFICIARY RIGHTS. No
provisions of this Agreement are intended, nor shall be interpreted,
to provide or create any third-party beneficiary rights or any other
rights of any kind in any client, customer, affiliate, stockholder,
partner of any party hereto or any other person or entity except
employees and stockholders of GBID specifically referred to herein,
and, except as so provided, all provisions hereof shall be personal
solely between the parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
CONSOLIDATED BUILDERS GLOBAL BUSINESS INFORMATION
SUPPLY CORPORATION, DIRECTORY, INC.,
an Colorado corporation a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
President President
ATTEST: ATTEST:
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
Secretary Secretary
GLOBAL BUSINESS INFORMATION DIRECTORY, Inc.
Secretary's Certificate
The undersigned, Xxxxxxx X. Xxxxxxxx, Secretary of GBID, Inc., a
Delaware corporation and one of the merging corporations mentioned
in the foregoing Agreement and Plan of Reorganization (the
"Agreement"), certifies that the Agreement has been adopted by the
written consent of the shareholders of the majority of the
outstanding stock of GBID, Inc. entitled to vote thereon in
accordance with the provisions of the General Corporation Law of the
State of Delaware.
Dated: March 15, 1999
By: /s/ Xxxxxxx X. Xxxxxxxx
Secretary of Global Business Information Directory, Inc.
Consolidated Builders Supply Corporation
Secretary's Certificate
The undersigned, Xxxxxxx X. Xxxxxxx, Secretary of Consolidated
Builders Supply Corporation a Colorado corporation and one of the
merging corporations mentioned in the foregoing Agreement and Plan
of Reorganization (the "Agreement"), certifies that the Agreement
has been adopted by the affirmative vote of the holders of a
majority of the outstanding Common Stock of Consolidated Builders
Supply Corporation entitled to vote thereon at a meeting held
pursuant to notice in accordance with the provisions of the Colorado
Business Corporation Law.
Dated: March 15, 1999
By: /s/ Xxxxxxx X. Xxxxxxx
Secretary of Consolidated Builders Supply Corporation
EXHIBIT "A"
ARTICLES OF MERGER
THIS IS TO CERTIFY:
1. PARTIES. Pursuant to the terms of that certain
definitive Agreement and Plan of Reorganization dated March
15, 1999 (the "Agreement"), Consolidated Business Supply Corporation
("CBSC"), a corporation formed pursuant to the laws of the State of
Colorado, has merged with Global Business Information Directory,
Inc., a corporation formed pursuant to the laws of the State of
Delaware, effective March 22, 1999 (the "Effective Date").
2. APPROVAL. The terms of the Agreement were approved
by the affirmative vote of the Boards of Directors and
Shareholders of both CBSC and GBID, on March 9, 1999, pursuant to
unanimous consents or meetings of the same held pursuant to proper
notice (or waiver thereof).
3. SHARE EXCHANGE. The Agreement provides that all of
the shareholders of GBID, representing 4,825,000 issued and
outstanding common shares, shall exchange their respective shares
for an aggregate of 5,259,250 of CBSC common stock, to be
distributed to each GBID shareholder pro rata to their respective
ownership in GBID at the Effective Date. Immediately prior to the
Effective Date, there were 3,120,000 common shares of CBSC issued
and outstanding.
4. SERVICE. For purposes herein, all notices and service
of process may be effectuated by tendering the same to M.
Xxxxxxx Xxxxxx, Esq., 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx
Xxxxx, XX 00000, legal counsel to CBSC.
5. SURVIVING ENTITY. Pursuant to the terms of the
Agreement, CBSC shall be the surviving entity and, upon the
Effective Date and upon filing of these Articles of Merger with the
Colorado Secretary of State and issuance of an applicable
Certificate of Merger by the Secretary of State of Colorado, GBID
shall cease to exist as a bona fide Delaware corporation.
6. NAME CHANGE. Pursuant to the affirmative vote of the
shareholders of CBSC, the CBSC Articles of Incorporation
shall be amended to reflect a change in CBSC's name to "Global
Business Information Directory, Inc."
7. COUNTERPARTS. This Articles of Merger may be executed in
counterparts, each of which shall be deemed to be an
original document, but together shall be deemed to constitute only
one agreement.
Executed as of this 15th day of March, 1999
CONSOLIDATED BUILDERS GLOBAL BUSINESS
SUPPLY CORPORATION INFORMATION DIRECTORY, INC.
By:/s/Xxxxxxx X. Xxxxxxxx, President By:/s/Xxxxx Xxxxxxxxxx, President
