Share Purchase Agreement
Category: Purchase Agreement
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT entered into as of the 21st day of June, 2007 by and among BPO Management Services, Inc., a Delaware corporation (the “Buyer”), DOCUCOM IMAGING SOLUTIONS INC., an Ontario corporation (the “Company”) and MR. RAYMOND D. PATTERSON and MR. MARTIN E. MOLLOT (Mr. Patterson and Mr. Mollot together being hereinafter called the “Principals”), MR. RAYMOND D. PATTERSON, MRS. MAUREEN PATTERSON AND MR. MARTIN E. MOLLOT, as Trustees of the PATTERSON FAMILY TRUST and MR. MARTIN E. MOLLOT, MRS. JUDITH MOLLOT AND MR. RAYMOND D. PATTERSON, as Trustees of the MOLLOT FAMILY TRUST (collectively with the Principals referred to as the “Sellers” and individually as a “Seller”). The Company, the Buyer and the Sellers are referred to collectively herein as the “Parties”. The Parties hereto agree as follows:
RECITALS
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A. |
Certain holding companies controlled by Sellers own an aggregate of 400 Class B shares and 300 common shares of the Company, being all of the outstanding shares in the capital of the Company. |
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B. |
This Agreement contemplates a transaction in which the Buyer will purchase from the Sellers, and the Sellers will sell to the Buyer, all of the outstanding shares in the capital of the Company in accordance with the terms herein. |
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.
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1. |
Definitions. |
“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable legal counsel fees and expenses.
“Affiliate” has the meaning provided by the Ontario Business Corporations Act;
“Amalgamation” means the amalgamation of the Predecessors to be carried out immediately prior to Closing, as described in Annex III attached hereto.
“Basis” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.
“Business” means the sale of equipment, supplies, software and support contracts for the capture, storage, and retrieval of document images using micrographic and digital technologies throughout Canada.
“Business Day” means any day other than a Saturday, Sunday, statutory holiday or day on which banks in the cities of Toronto, Winnipeg or Los Angeles are not generally open for business.
“Buyer” has the meaning set forth in the preface above, subject to the provisions of §11(e) hereof.
“Closing” has the meaning set forth in §2(f) below.
“Closing Date” has the meaning set forth in §2(f) below.
“Company” means, prior to the Amalgamation, Docucom Imaging Solutions Inc., and after the Amalgamation means the amalgamated corporation resulting from the Amalgamation.
“Company Employee and Contractor Disclosure Document” means that certain document dated the date hereof and delivered by the Company to the Buyer setting out the information described in §4(w) hereof.
“Company Employees” means individuals currently employed or retained by the Company on a full-time, part-time or temporary basis, including those employees on disability leave, parental leave or other absence.
“Company Shares” means the 400 issued and outstanding Class B shares and the 300 issued and outstanding common shares in the capital of the Company being sold by the Sellers and purchased by the Buyer hereunder.
“Confidential Information” means any information concerning the Business and affairs of the Company that is not already generally available to the public.
“Consulting Agreements” means agreements in the form of the draft agreement attached hereto as Exhibit B.
“Disclosure Schedule” has the meaning set forth in §4 below.
“Employee Benefit Plan” means any benefit plan, program, agreement or arrangement maintained, contributed to or provided by the Company or any affiliate for the benefit of any of the Company’s employees, former employees or dependent or independent contractors or their respective dependents or beneficiaries, whether written or unwritten, including all bonus, deferred compensation, incentive compensation, share purchase, stock option, stock appreciation, phantom stock, savings, profit sharing, severance or termination pay, health or other medical, life, disability or other insurance (whether insured or self-insured), supplementary unemployment benefit, pension, retirement and supplementary retirement plans, programs, agreements and arrangements, except for any statutory plans to which the Company is obligated to contribute or comply, including the Canada Pension Plan or plans administered pursuant to applicable federal or provincial health, workers compensation and employment insurance legislation.
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