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Stock Purchase Agreement

 

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Title:

Stock Purchase Agreement

Entities:

Pairgain Technologies Inc

Date:

2002

Size:

Preview shows 6KB of 71KB total

Price:

$45

ID:

#1394707

 

 

► Purchase & Sale ► Purchase ► Stock Purchase Agreements

 

 

Start of Preview


<SEQUENCE>3

<FILENAME>stkpchagmt.txt
<TEXT>
<PAGE>
STOCK PURCHASE AGREEMENT


THIS AGREEMENT is made effective as of the 23rd day of November, 2001.

AMONG:


ADVANCED TECHNOLOGIES DEVELOPMENT CO. LIMITED
-------------------------------------------------
POB 472 and 504
50 Town Range, Gibraltar

ROCASOPRANE LTD.
-----------------
Calle 55 El Cangrejo
Panama City, Republic of Panama

AXIOM S.A.
-----------
62 Quai Gustave Ador CH 1205 Geneva
Switzerland

(hereinafter called the "Selling Shareholders")

OF THE FIRST PART

AND:
TECHNOCALL SA,
--------------
a corporation incorporated pursuant to the laws
of Switzerland

(hereinafter called "Technocall")

OF THE SECOND PART

AND:

BURRARD TECHNOLOGIES, INC.,
----------------------------
a Nevada corporation

(hereinafter called "Burrard")

OF THE THIRD PART

<PAGE>

2

WHEREAS:

A. The Selling Shareholders own all of the issued and outstanding shares of
the common stock of Technocall.

B. Burrard has offered to purchase all of the issued and outstanding shares
of the common stock of Technocall.

C. The Selling Shareholders have agreed to sell all of the issued and
outstanding shares of the common stock of Technocall to Burrard on the terms and
conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing
and of the sum of $10.00 paid by Burrard to each of the Selling Shareholders and
to Technocall, the receipt of which is hereby acknowledged, the parties hereto
agree each with the other as follows:

ARTICLE 1.
DEFINITIONS
1.1 Definitions. The following terms will have the following meanings
------------
for all purposes of this Agreement.

(a) "Burrard Shares" means 7,600,000 shares of the common stock of Burrard
to be issued to the Selling Shareholders by Burrard on the Closing Date.

(b) "Agreement" shall mean this Agreement, and all the exhibits, schedules
and other documents attached to or referred to in the Agreement, and all
amendments and supplements, if any, to this Agreement.

(c) "Business" means the business in which Technocall is engaged as
disclosed in Business Plan and the Technocall Financial Statements;

(d) "Business Plan" means the business plan of Technocall prepared by
Technocall, a copy of which is attached hereto as Appendix A;

(e) "Closing" shall mean the closing of the Transaction.

(f) "Closing Date" shall mean December 11, 2001 or such other date as
agreed in writing to by the parties on which the Closing occurs.

(g) "Closing Documents" shall mean the papers, instruments and documents
required to be executed and delivered at the Closing pursuant to this Agreement.


<PAGE>

3

(h) "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended.

(i) "GAAP" shall mean United States generally accepted accounting
principles applied in a manner consistent with prior periods.

(j) "SEC" shall mean the United States Securities and Exchange Commission.

(k) "Securities Act" shall mean the United States Securities Act of 1933,
as amended.

(l) "Selling Shareholders" shall mean the selling shareholders named in the
preamble to this agreement.

(m) "Technocall Shares" means the 1,000 shares of the common stock of
Technocall held by the Selling Shareholders, being all of the issued and
outstanding shares of the common stock of Technocall;

(n) "Transaction" shall mean the purchase of the Technocall Shares by
Burrard from the Selling Shareholders in consideration for the issuance of the
Burrard Shares.


1.2 Schedules. The following appendices and schedules are attached to
----------
and form part of this Agreement:

APPENDICES
----------

Description
-----------

Appendix A Business Plan


SCHEDULES
---------

Description
-----------

Disclosure Schedule 3.4 - Title to Technocall Stock
Disclosure Schedule 3.6 - Technocall Financial Statements
Disclosure Schedule 3.9 - Fixed Assets/ Tangible Assets
Disclosure Schedule 3.11- Intellectual Property
Disclosure Schedule 3.13- Material Contracts


1.3 Currency. All dollar amounts referred to in this agreement are in
---------
United States funds, unless expressly stated otherwise.

<PAGE>

4

ARTICLE 2.
PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale of Shares. Subject to the terms and conditions of
--------------------------------

 

End of Preview

 

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