"Pre-Closing Transfers"
5.08
"Program Agreements"
Section 3.30 of the Disclosure Schedule
"Promotional Privilege Commitments"
3.29
"Post-Closing Tax Periods"
7.01(b)(i)
"public international organization"
3.31
"Purchase"
5.13(a)
"Purchase Price"
2.02(a)
"Purchasers"
Preamble
"Purchaser Flexible Benefits Plan"
6.05
"Purchaser Indemnified Party"
9.02
"Purchaser Minimum Tonnage Commitment"
5.13
"Purchasers' 401(k) Plan"
6.02(b)
"QSP"
Recitals
"QSP Canada"
Recitals
"QSP Common Stock"
3.03(a)
"QSP Canada Common Stock"
3.03(a)
"Related Losses"
5.13(a)
"Remuneration Rate"
3.30
"Restricted Activities"
5.10(a)
"Restricted Employees"
5.10(c)
"Restricted Period"
5.10(a)
"Retained Customers"
3.30(b)
"Retention Rate"
3.30
"Retirement Plans"
6.02(a)
"Section 338(h)(10) Election"
7.08(a)
"Section 338 Companies"
7.08(a)
"Securities Act"
4.06
"Seller"
Preamble
"Seller Flexible Benefits Plan"
6.05
10
Definition
Location
"Seller Guarantees"
5.11(b)
"Seller Indemnified Party"
9.03
"Seller Transaction Expenses"
11.01
"Seller's 401(k) Plan"
6.02(b)
"Seller's Insurance Policies"
5.07
"Seller's Penalty Commitment"
5.13
"Seller's Statement"
2.07(b)
"Shares"
Recitals
"Subject Action"
3.10(a)
"Subject Liabilities"
5.07
"Tax Adjustments"
7.08(b)
"Tax Claim"
7.04(a)
"Third Party Claim"
9.05(b)
"Tip Date"
9.04(b)
"Transfer Taxes"
7.10
"Transition Services Agreement"
2.05(a)
"US MMB Program"
3.29(a)
"US Purchaser"
Preamble
"WARN"
3.18
"WFC"
5.13
"WFC Agreement"
5.13
"WFC Certificate"
3.28(c)
"WFC Products"
3.28(a)
SECTION 1.03.
INTERPRETATION AND RULES OF CONSTRUCTION.
IN THIS AGREEMENT,
EXCEPT TO THE EXTENT OTHERWISE PROVIDED OR THAT THE CONTEXT OTHERWISE REQUIRES:
(A)
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO AN ARTICLE, SECTION,
EXHIBIT OR SCHEDULE, SUCH REFERENCE IS TO AN ARTICLE OR SECTION OF, OR AN
EXHIBIT OR SCHEDULE TO, THIS AGREEMENT UNLESS OTHERWISE INDICATED;
(B)
THE TABLE OF CONTENTS AND HEADINGS FOR THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND DO NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS
AGREEMENT;
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT,
WHEN USED IN THIS AGREEMENT, REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT;
(D)
ALL TERMS DEFINED IN THIS AGREEMENT HAVE THE DEFINED MEANINGS WHEN USED IN
ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO, UNLESS
OTHERWISE DEFINED THEREIN;
11
(E)
THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO THE SINGULAR
AS WELL AS THE PLURAL FORMS OF SUCH TERMS;
(F)
REFERENCES TO A PERSON ARE ALSO TO ITS SUCCESSORS AND PERMITTED ASSIGNS;
(G)
THE WORDS "INCLUDING" AND "INCLUDES" ARE DEEMED TO BE FOLLOWED BY THE WORDS
"WITHOUT LIMITATION"; AND
(H)
REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED STATES DOLLARS.
ARTICLE II
PURCHASE AND SALE
SECTION 2.01.
PURCHASE AND SALE OF THE SHARES.
UPON THE TERMS AND SUBJECT TO
THE CONDITIONS OF THIS AGREEMENT, AT THE CLOSING, THE SELLER SHALL, OR SHALL
CAUSE ITS APPROPRIATE SUBSIDIARIES TO, SELL, CONVEY, ASSIGN, TRANSFER AND
DELIVER TO (I) THE US PURCHASER, AND THE US PURCHASER SHALL PURCHASE AND
ACQUIRE, THE SHARES OF QSP AND (II) THE CA PURCHASER, AND THE CA PURCHASER SHALL
PURCHASE AND ACQUIRE, THE SHARES OF QSP CANADA.
SECTION 2.02.
PURCHASE PRICE.
(A)
THE PURCHASE PRICE SHALL BE $110,000,000,
MINUS THE AMOUNT (IF ANY) BY WHICH THE MINIMUM AMOUNT EXCEEDS THE NET WORKING
CAPITAL AS OF