Exhibit 2.9
CYPOST KK SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated for reference the 10th day of July, 2000
AMONG:
CyPost Corporation ▇▇
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(herein called the "Vendor")
OF THE FIRST PART
AND:
Access Media International, Inc.
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(herein called the "Purchaser")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Vendor is the registered and beneficial owner of shares in the capital of
CyPost Corporation KK(JAPAN) (the "Company"), as described in Schedule "A" (the
"Shares");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Shares on the terms and conditions hereinafter set forth;
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), and in consideration
of the sum of Ten US Dollars of lawful money of United States of America now
paid by the Purchaser to the Vendor (the receipt and sufficiency of which is
hereby acknowledged by the Vendor), the parties covenant and agree each with the
others as follows:
1. WARRANTIES AND REPRESENTATIONS
1.1 The Vendor warrants and represents to the Purchaser with the intent that the
Purchaser will rely thereon in entering into this Agreement and in concluding
the purchase and sale contemplated herein, that:
(a) the Vendor is the registered and beneficial owner of the Shares and
the Vendor has no interest, legal or beneficial, direct or indirect,
in any shares of, or the assets or business of the Company other than
the Shares;
(b) the Shares are validly issued and outstanding as fully paid and
non-assessable in the capital of the Company and are free and clear of
all liens, charges and encumbrances;
(c) the Vendor has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
herein set forth and to transfer the legal and beneficial title and
ownership of the Shares to the Purchaser;
(d) no person, firm, corporation or entity of any kind has or will have on
or after the Closing Date any agreement, right or option, consensual
or arising by law, present or future, contingent, pre-emptive or
absolute, or capable of becoming an agreement, right or option:
(i) to require the Company to issue any further or other shares in
its capital or any other security or interest convertible or
exchangeable into shares in its capital or to convert or exchange
any securities into or for shares in the capital of the Company;
(ii) for the issue or allotment of any of the authorized but unissued
shares in the capital of the Company;
(iii) to require the Company to purchase, redeem or otherwise acquire
any of the issued and outstanding shares in the capital of the
Company; or
(iv) to purchase or otherwise acquire any shares in the capital of the
Company.
1.2 The Purchaser warrants and represents to the Vendor with the intent that the
Vendor will rely thereon in entering into this Agreement and in concluding the
purchase and sale herein, that the Purchaser:
(a) has the corporate capacity to enter into this Agreement and has taken
the necessary steps to authorize the execution thereof.
2. PURCHASE AND SALE
2.1 On the basis of the warranties and representations of the Vendor set forth
in clause 1.1 of this Agreement and subject to the terms and conditions of this
Agreement, the purchaser agrees to purchase from the Vendor and the Vendor
agrees to sell to the Purchaser the Shares on the Closing Date (hereinafter
defined).
3. PURCHASE PRICE
3.1 The purchase price of the Shares is the sum of Two Hundred and Twenty
Thousand USD($USD 220,000.00) (the "Purchase Price").
The Purchaser will pay the Vendor the Purchase Price by delivering to the
Vendor's Bank
Bank of Montreal
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Recipient: CyPost Corporation
Transit Number: 0004
Bank Number: 001
Account Number: 4646-822
by a wire transfer, in the amount of the Purchase Price in US Dollars, on
the Closing Date.
4. CONDITIONS
4.1 The obligation of the Purchaser to carry out the terms of this Agreement and
to complete the purchase referred to in clause 2.1 hereof is subject to the
following conditions:
(a) that on the Closing Date the warranties and representations of the
Vendor as set forth in clause 1.1 of this Agreement will be true in
every particular as if such warranties and representations had been
made by the Vendor on the Closing Date; and
(b) that on the confirmation of the wire transfer of the funds in clause
3.1, the Vendor will deliver to the Purchaser, the following
documents:
(i) a Directors Resolution of the Company authorizing the transfer of
the Shares to the Purchaser;
(ii) all of the consents and approvals in writing necessary to the
transfer the shares contemplated herein:
(iii) all other documents and instruments as the Purchaser may
reasonably require.
4.2 This is a valid and binding Agreement, whether or not the foregoing
conditions are satisfied; however, the obligation of the Purchaser to complete
the purchase and sale is subject to waiver or satisfaction of these conditions
precedent. The conditions set forth in clause 4.1 of this Agreement are for the
exclusive benefit of the Purchaser and may be waived by the Purchaser in writing
in whole or in part on or before the Closing Date, but save as so waived, the
completion of the purchase referred to in clause 2.1 hereof by the Purchaser
will not prejudice or affect in any way the rights of the Purchaser in respect
of the warranties and representations of the Vendor as set forth in clause 1.1
of this Agreement, and the said warranties and representations will survive the
Closing Date and the payment of the Purchase Price.
4.3 If this Agreement contains subject conditions then notwithstanding anything
to the contrary contained herein the Vendor will receive and retain, as outright
and non-refundable consideration, the sum of $10.00 out of the deposit upon the
Vendor signing this Agreement and in consideration therefor the Vendor covenants
and agrees not to withdraw its acceptance of the offer constituted by this
Agreement, prior to the time for removal of any subject conditions contained
herein.
5. CLOSING DATE
5.1 The Closing Date is July 12, 2000 or such other date as the parties hereto
may agree in writing.
6. NOTICE
6.1 Any notice required or permitted to he given under this Agreement will he
validly given if in writing and delivered, sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy or sent by prepaid registered mail, addressed to the applicable
party at its address indicated on the first page of this Agreement or to such
other address as any party may specify by notice in writing to the other. Any
notice delivered on a Business Day will be deemed conclusively to have been
effectively given on the date notice was delivered and any notice given by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed conclusively to have been
given on the date of such transmission. Any notice sent by prepaid registered
mail will be deemed conclusively to have been effectively given on the third
Business Day after posting, but if at the time of posting or between the time of
posting and the fifth Business Day thereafter there is a strike, lockout or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered.
7. GENERAL PROVISIONS
7.1 Time is of the essence of this Agreement.
7.2 The parties will execute and deliver all such further documents and
instruments and do all acts and things as may he necessary or convenient to
carry out the full intent and meaning of and to effect the transactions
contemplated by this Agreement.
7.3 This Agreement is the whole agreement between the parties hereto in respect
of the purchase and sale contemplated hereby and there are no warranties,
representations, terms, conditions, or collateral agreements expressed or
implied, statutory or otherwise, other than expressly set forth in this
Agreement.
7.4 This Agreement will enure to the benefit of and be binding upon the parties
hereto, and their respective heirs, administrators, executors, successors and
assigns.
7.5 This Agreement will be governed by and construed in accordance with the laws
of British Columbia, and the parties hereby attorn to the jurisdiction of the
Courts of competent jurisdiction of British Columbia in any proceeding hereunder
at cost to the purchaser.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed under
seal and delivered this 10th day of July, 2000
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ [illegible]
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Access Media International KK
/s/ ▇▇▇▇▇▇ Sendoh
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▇▇▇▇▇▇ Sendoh
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SCHEDULE "A"
Class of Shares No. of Shares Certificate No.
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1 share certificate 1 x 10 = 10 A001, A002, A003, A004,
A014, A014, A025,
A026, A032, A033,
5 share certificate 2 x 5 = 10 B001, B002
10 share certificate 10 x 31 = 310 C001, C002, C003, C004,
C005, C006, C007, C008,
C009, C010, C011, C012,
C013, C014, C015, C016,
C017, C021, C022, C023,
C024, C025, C026, C030,
C031, C032, C033, C034,
C035, C041, C042
50 share certificate 50 x 2 = 100 D001, D002
100 share certificate 100 x 2 = 200 E001, E002
Total 630 (Six Hundred and Thirty)
