means sales, use, transfer, real property transfer, recording,
documentary, stamp, registration and stock transfer Taxes and any similar Taxes.
"Treasury Regulations" means the federal income Tax regulations promulgated
under the Code.
"Unaudited Balance Sheet" has the meaning ascribed thereto in Section 3.7.
"Unaudited Financial Statements" has the meaning ascribed thereto in Section
3.7.
"WARN" has the meaning ascribed thereto in Section 3.24.
1.2
CONSTRUCTION.
FOR THE PURPOSES OF THIS AGREEMENT,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR UNLESS THE CONTEXT OTHERWISE
REQUIRES:
(A) THE MEANING ASSIGNED TO EACH TERM DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS OF SUCH TERM AND VICE
VERSA, AND WORDS DENOTING EITHER GENDER SHALL INCLUDE BOTH GENDERS AS THE
CONTEXT REQUIRES; (B) WHERE A WORD OR PHRASE IS DEFINED HEREIN, EACH OF ITS
OTHER GRAMMATICAL FORMS SHALL HAVE A CORRESPONDING MEANING; (C) THE TERMS
"HEREOF," "HEREIN," "HEREUNDER," "HEREBY" AND "HEREWITH" AND WORDS OF SIMILAR
IMPORT SHALL, UNLESS OTHERWISE STATED, BE CONSTRUED TO REFER TO THIS AGREEMENT
AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT; (D) WHEN A
REFERENCE IS MADE IN THIS AGREEMENT TO AN ARTICLE, SECTION, PARAGRAPH, EXHIBIT
OR SCHEDULE, SUCH REFERENCE IS TO AN ARTICLE, SECTION, PARAGRAPH, EXHIBIT OR
SCHEDULE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED; (E) THE WORD "INCLUDE,"
"INCLUDES," AND "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION," UNLESS OTHERWISE SPECIFIED; AND (F)
ALL ACCOUNTING TERMS USED AND NOT DEFINED HEREIN HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM UNDER GAAP.
ARTICLE II
PURCHASE AND SALE
2.1
PURCHASE AND SALE.
AT THE CLOSING, ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AND IN RELIANCE ON THE
RESPECTIVE REPRESENTATIONS AND WARRANTIES OF THE PARTIES HERETO, THE SELLERS
SHALL SELL, TRANSFER, ASSIGN, CONVEY AND DELIVER TO THE BUYER, AND THE BUYER
SHALL PURCHASE FROM THE SELLERS, ALL RIGHT, TITLE AND INTEREST IN AND TO THE
SHARES.
2.2
PURCHASE PRICE.
THE CONSIDERATION TO BE PAID BY THE
BUYER TO THE SELLERS FOR THE SHARES SHALL BE AN AGGREGATE AMOUNT EQUAL TO (X)
TWENTY TWO MILLION SEVENTY-FIVE THOUSAND DOLLARS ($22,075,000) (THE "PURCHASE
PRICE"), MINUS (Y) THE AGGREGATE INDEBTEDNESS OF THE COMPANY AND ITS
SUBSIDIARIES OUTSTANDING AS AT THE CLOSING DATE (SUCH AMOUNT, THE "NET PURCHASE
PRICE"), SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 2.5.
10
2.3
CLOSING DATE.
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES
OF ANGLIN, FLEWELLING, RASMUSSEN, CAMPBELL & TRYTTEN LLP, 199 S. LOS ROBLES
AVENUE, PASADENA, CALIFORNIA 91101, AT 10:00 A.M. (PACIFIC TIME) ON THE DATE
HEREOF.
2.4
CLOSING DELIVERIES.
(A)
DELIVERIES BY THE SELLERS AT THE CLOSING.
AT THE CLOSING, THE
SELLERS SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE BUYER THE FOLLOWING:
(I)
CERTIFICATES EVIDENCING THE SHARES, DULY ENDORSED IN BLANK OR
ACCOMPANIED BY DULY EXECUTED STOCK POWERS;
(II)
AN ESCROW AGREEMENT, IN THE FORM OF EXHIBIT A HERETO, DATED THE
CLOSING DATE (THE "ESCROW