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Title: |
Stock Purchase Agreement |
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Date: |
2000 |
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Preview shows 15KB of 79KB total |
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$52 |
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ID: |
#1598470 |
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================================================================================
STOCK PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 1, 2000
BY AND AMONG
QUALTON GROUP CORPORATION, A MARSHALL ISLANDS CORPORATION
QUALTON HOTELS & RESORTS CORPORATION, A MARSHALL ISLANDS CORPORATION
HOTELERA QUALTON, S.A. DE C.V., A CORPORATION ORGANIZED UNDER
THE LAWS OF MEXICO
IMPULSORA TURISTICA DE ACAPULCO, S.A. DE C.V., A CORPORATION ORGANIZED
UNDER THE LAWS OF MEXICO
IMPULSORA TURISTICA DE IXTAPA, S.A. DE C.V., A CORPORATION ORGANIZED
UNDER THE LAWS OF MEXICO
AND
INTERNATIONAL REALTY GROUP, INC., A DELAWARE
CORPORATION
FOR THE PURCHASE OF ALL OF THE OUTSTANDING SHARES OF CAPITAL STOCK
OF
QUALTON HOTELS & RESORTS CORPORATION, A MARSHALL ISLANDS CORPORATION
================================================================================
TABLE OF EXHIBITS
EXHIBIT A - DEFINED TERMS
EXHIBIT B - SCHEDULE OF EXCEPTIONS
EXHIBIT C - LEGAL OPINION OF MARSHALL ISLANDS COUNSEL
EXHIBIT D - LEGAL OPINION OF MEXICO COUNSEL
i
THIS STOCK PURCHASE AGREEMENT, dated as of September 1, 2000 (this
"AGREEMENT"), is made and entered into by and among:
(i) Qualton Group Corporation, a Marshall Islands corporation
("SELLER");
(ii) Qualton Hotels & Resorts Corporation, a Marshall Islands
corporation and wholly-owned subsidiary of Seller ("TARGET");
(iii) Hotelera Qualton, S.A. de C.V., a corporation formed under the
laws of Mexico and a subsidiary of Target ("HOTELERA QUALTON");
(iv) Impulsora Turistica de Acapulco, S.A. de C.V., a corporation
formed under the laws of Mexico and a subsidiary of Target ("ITA");
(v) Impulsora Turistica de Ixtapa, S.A. de C.V., a corporation
formed under the laws of Mexico and a subsidiary of Target ("ITI", and
collectively with Hotelera Qualton and ITA, the "SUBSIDIARIES"); and
(vi) International Realty Group, Inc., a Delaware corporation
("BUYER");
with reference to the following facts:
RECITALS
A. Seller is the beneficial owner of all of the outstanding
shares of capital stock of Target (collectively, the "TARGET STOCK").
B. Buyer wishes to acquire Target by purchasing all of the Target
Stock from Seller, and Seller wishes to sell the Target Stock to Buyer, subject
to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, the parties hereto agree as follows (unless otherwise specified,
definitions of capitalized terms are set forth in EXHIBIT A attached hereto):
1. PURCHASE AND SALE OF THE STOCK.
1.1 SALE OF THE TARGET STOCK; ISSUANCE OF BUYER STOCK. Subject to the
terms and conditions set forth in this Agreement, Seller hereby agrees to sell
and transfer to Buyer, and Buyer hereby agrees to purchase from Seller, all of
the Target Stock. As consideration for the purchase of all of the Target Stock
from Seller, Buyer shall issue and deliver to Seller an aggregate of One Hundred
Sixty-Three Million Five Hundred Forty Thousand (163,540,000) shares of Buyer's
Common Stock, $0.001 par value per share (the "BUYER STOCK"), in accordance with
SECTION 1.3.
1.2 CLOSING. The closing (the "CLOSING") shall take place at the offices
of Morrison & Foerster LLP, 12636 High Bluff Drive, Suite 300, San Diego,
California
1
92130-2071, on October 18, 2000 at 10:00 a.m., or at such other place or at such
other date and time as Seller and Buyer may mutually agree (the "CLOSING DATE").
1.3 DELIVERY. At the Closing, (a) Seller shall deliver to Buyer the
certificate(s) representing all of the Target Stock and (b) Buyer will issue
irrevocable transfer instructions to Buyer's transfer agent to effect the
issuance and delivery of the Buyer Stock to Seller. Each of Buyer and Seller
also shall deliver to each other such other documents required to be delivered
by such party hereunder.
2. REPRESENTATIONS AND WARRANTIES OF SELLER, TARGET AND THE SUBSIDIARIES.
As an inducement for Buyer to enter into this Agreement and except as
set forth in the Schedule of Exceptions attached hereto as EXHIBIT B, each of
Seller, Target and the Subsidiaries represents and warrants that each of the
following statements is true and correct as of the date hereof and as of the
Closing Date:
2.1 ORGANIZATION, POWER, ETC. OF SELLER AND TARGET. Each of Seller and
Target: (i) is a corporation duly organized, validly existing and in good
standing under the laws of the Marshall Islands; (ii) is duly qualified to do
business as a foreign corporation in the jurisdictions in which Seller and
Target, respectively, conducts the Business; and (iii) has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. Target has all requisite corporate power and
authority to own, operate and lease its assets, and to conduct the Business.
SCHEDULE 2.1 contains (x) a complete and correct summary of all powers of
attorney executed on behalf of Target, each of which is validly issued and duly
authorized by Target, (y) a complete and correct list of the officers and
directors of Seller and Target and (z) complete and correct copies of the
charter documents or equivalent organizational documents, in each case as
amended or restated, of Seller and Target. Neither Seller nor Target is in
violation of any of the provisions of its respective charter documents or
equivalent organizational documents, in each case as amended or restated.
2.2 ORGANIZATION, POWER, ETC. OF THE SUBSIDIARIES. Each of the
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of Mexico. Each of the Subsidiaries has all the
requisite power and authority to (i) own, operate and lease its assets, and to
conduct the Business and (ii) execute and deliver this Agreement and to perform
its obligations hereunder. SCHEDULE 2.2 contains (x) a complete and correct
summary of all powers of attorney executed on behalf of any of the Subsidiaries,
each of which is validly issued and duly authorized by such Subsidiary, (y) a
complete and correct list of the officers and directors of each of the
Subsidiaries and (z) complete and correct copies of the charter documents or
equivalent organizational documents, in each case as amended or restated, of
each of the Subsidiaries. None of the Subsidiaries are in violation of any of
the provisions of their respective charter documents or equivalent
organizational documents, in each case as amended or restated. Except for the
Subsidiaries, there are no other subsidiaries or affiliated entities of Target.
2
2.3 CAPITALIZATION.
2.3.1 TARGET CAPITALIZATION. The authorized capital stock of Target
consists of One Thousand (1,000) bearer shares, $1.00 par value per share, of
which: (i) all of the issued and outstanding shares of the Target Stock are
owned by Seller, free and clear of all liens, charges, security interests,
encumbrances or claims of any kind; and (ii) such shares of the Target Stock are
duly authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights created by statute, Target's charter documents or any
agreement to which such Target is a party or bound. Holders of the Target Stock
have the rights, preferences, privileges and restrictions set forth in Target's
charter documents, copies of which have been provided to Buyer's counsel. All of
the issued and outstanding shares of Target were issued in compliance with all
applicable U.S. federal and state securities laws and the laws of the Marshall
Islands or applicable exemptions thereunder. There are no options, warrants,
calls or other rights (including registration rights), agreements, arrangements
or commitments of any character, presently outstanding, that (x) obligate Target
to issue, deliver or sell shares of its capital stock or debt securities, (y)
obligate Target to grant, extend or enter into any such option, warrant, call or
other such right, agreement, arrangement or commitment or (z) obligate Target to
repurchase, redeem or otherwise acquire any shares of the Target Stock.
2.3.2 CAPITALIZATION OF THE SUBSIDIARIES. SCHEDULE 2.3.2 contains a
complete and correct list of all stockholders of each of the Subsidiaries and
the number of shares owned by each, of which: (i) all of the issued and
outstanding shares of capital stock of such Subsidiary are owned by the entities
listed next to such Subsidiary's name in SCHEDULE 2.3.2, free and clear of all
pledges, liens, encumbrances or claims of any kind; and (ii) such shares of
capital stock are duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights created by statute, such Subsidiary's
charter documents or any agreement to which such Subsidiary is a party or bound.
Holders of shares of each of the Subsidiaries' capital stock have the rights,
preferences, privileges and restrictions set forth in such Subsidiary's charter
documents, copies of which have been provided to Buyer's counsel. All of the
issued and outstanding shares of each Subsidiary's capital stock were issued in
compliance with all applicable laws of Mexico. There are no options, warrants,
calls or other rights (including registration rights), agreements, arrangements
or commitments of any character, presently outstanding, that (x) obligate any of
the Subsidiaries to issue, deliver or sell shares of its capital stock or debt
securities, (y) obligate any of the Subsidiaries to grant, extend or enter into
any such option, warrant, call or other such right, agreement, arrangement or
commitment or (z) obligate any of the Subsidiaries to repurchase, redeem or
otherwise acquire any shares of such Subsidiary's capital stock.
3
2.4 AUTHORIZATION OF AGREEMENTS. The execution, delivery and performance
of this Agreement by Seller, Target and each of the Subsidiaries, and the
consummation by Seller, Target and each of the Subsidiaries of the Transactions,
have been duly authorized by all necessary corporate action. This Agreement has
been duly executed and delivered by Seller, Target and each of the Subsidiaries
and constitutes the legal, valid and binding obligation of Seller, Target and
each of the Subsidiaries, enforceable against each of them in accordance with
its terms.
2.5 EFFECT OF AGREEMENT. The execution, delivery and performance of this
Agreement by each of Seller, Target and each of the Subsidiaries, and the
consummation by them of the Transactions, will not: (i) conflict with or violate
any of the charter documents or the equivalent organizational documents, in each
case as amended or restated, of Seller, Target or any of the Subsidiaries; (ii)
conflict with or violate any federal, state, foreign or local law, statute,
ordinance, rule, regulation, order, judgment or decree (collectively, "LAWS") in
effect as of the date of this Agreement and applicable to Seller, Target or any
of the Subsidiaries or by which any of their respective properties is bound or
subject; or (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or require payment under, or result in the creation of any lien, charge,
security interest, encumbrance or claim of any kind on, any of the properties or
assets of Seller, Target or any of the Subsidiaries pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Seller, Target or any of the
Subsidiaries is a party or by which Seller, Target or any of the Subsidiaries or
any of its properties is bound or subject.
2.6 GOVERNMENTAL APPROVALS. No approval, authorization, consent or order
or action of or filing with any court, administrative agency or other
governmental authority, domestic or foreign, is required to be obtained by any
of Seller, Target or the Subsidiaries for the execution and delivery by each of
Seller Target and the Subsidiaries of this Agreement or the consummation by them
of the Transactions, except for applicable requirements under the laws of Mexico
relating to the acquisition of the capital stock of the Subsidiaries by entities
or persons not formed under the laws of Mexico.
2.7 FINANCIAL STATEMENTS.
2.7.1 Seller has furnished to Buyer the (a) Balance Sheet and (b)
Statement of Operations. Such Financial Statements have been prepared in
accordance with accounting methods and procedures used by Target consistently
applied throughout the periods involved. The Balance Sheet fairly presents the
condition of Target as of the date thereof, and the Statement of Operations
fairly present the results of operations of Target for the period indicated.
2.7.2 Neither Target nor any of the Subsidiaries has any obligations,
contingent or otherwise, including, without limitation, liabilities for Charges,
long-term leases or unusual forward or long-term commitments that are not
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