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EXHIBIT 2.1
ACQUISITION AGREEMENT
BY AND BETWEEN
DUNHILL VACATIONS, INC.,
AS DVI,
AND
ALL OF THE HOLDERS OF DVI INTERESTS,
AS HOLDERS,
AND
ONLINE VACATION CENTER HOLDINGS CORP.,
AS ONVC.
DATED AS OF JANUARY 5, 2007.
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ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (the "Agreement"), dated as of January
5,
2007, is made by ONLINE VACATION CENTER HOLDINGS CORP., a Florida
corporation
("ONVC"), DUNHILL VACATIONS, INC., a Florida corporation ("DVI"),
and each of
the undersigned persons or entities as owners of the number of
ownership
interests of DVI set forth on their Acceptance and Transfer Powers
attached
hereto (collectively, the "Holders").
FOR GOOD AND VALAUBLE CONSIDERATION, the receipt and adequacy of
which
is hereby acknowledged, Holders desire to sell, and ONVC desires to
acquire, all
of the issued and outstanding ownership interests of DVI (the "DVI
Interests")
for the consideration and on the terms set forth in this Agreement
and the
parties, intending to be legally bound, hereby agree as
follows:
1. SALE AND TRANSFER OF DVI INTERESTS; CLOSING
1.1 DVI INTERESTS.
Subject to the terms and conditions of this Agreement, at the
Closing,
Holders will sell and transfer the DVI Interests to ONVC, and ONVC
will acquire
the DVI Interests from Holders.
1.2 CONSIDERATION.
(a) The total consideration (the "Consideration") to be paid by
ONVC to the
Holders for the DVI Interests will be paid as follows:
(A) $ 250,000 Cash (the "Cash Consideration") payable by
wire transfer or cashiers check at closing;
(B) 50,000 restricted shares of ONVC common stock, par
value $0.0001 per share, (the "Restricted Shares") to
be issued at closing. In the unlikely event that the
stock value of ONVC is trading below $2.00 per share
at the time of closing, additional shares will be
issued to the Holders so that the shares received by
the Holders will be equal to a minimum of $100,000 in
stock.
(b) The Consideration shall be adjusted, if necessary, as required
pursuant
to Section 3.1(d) hereof.
1.3 CLOSING
The acquisition and sale (the "Closing") provided for in this
Agreement
will take place at the offices of Tripp Scott, P.A., 110 Southeast
6th Street,
15th Floor, Fort Lauderdale, FL 33301, at 10:00 a.m. (local time)
on January 5,
2007, or at such other time and place as the parties may agree.
1.4 CLOSING OBLIGATIONS
Each of Holders has indicated their acceptance of this Agreement
by
their execution hereof. At the Closing, ONVC will have received the
Closing
Deliverables as described in Exhibit A attached hereto, including
each of
Holders' ownership certificate and transfer power, all in form and
substance
reasonably satisfactory to ONVC.
1.5 TAX MATTERS
Holders and DVI further represent and warrant that all (a) tax
returns
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due to be filed on or before Closing have been accurately and
timely filed, (b)
all taxes due and payable on or before Closing have been paid, and
(c) for any
"short-periods" for which tax returns are not yet due, or for which
all taxes
have not yet been paid, DVI has accurately and properly accrued on
the books,
records and financial statements of DVI liabilities or reserves
reflecting the
taxes due from DVI for such "short-periods", except as follows:
(1) Holders and DVI represent and warrant that DVI has elected to
file
its federal income tax returns as a "Subchapter S Corporation"
and
therefore no federal or state income taxes are payable by DVI
nor
are any federal or state income tax accruals, reserve or
payments
reflected on the books, records or financial statements of DVI.
(2) Holders will prepare and timely file "short-period" federal
and
state income tax returns for the "short-period" ended as of the
date of Closing and Holders will be responsible for, and will
pay
when due, any and all taxes, interest, penalties preparation,
audit or other expenses or costs in connection therewith.
Holders
shall provide a copy of these "short-period" tax returns to
ONVC
together with the work papers and schedules utilized in their
preparation.
(3) For clarification, all expenses incurred by DVI prior to the
date
of Closing, including, but not limited to, expenses associated
with (A) the transactions contemplated by this Agreement, and
(B)
payments of compensation to employees and other service
providers,
shall be paid by Holders and, to the extent so paid, shall be
expenses of DVI reflected on the "short-period" tax returns.
(4) Neither any Holder, ONVC nor DVI shall file an amended tax
return
with respect to any and all taxable periods, or portions
thereof
(including the "short-period"), ending on or before the Closing
Date, without the prior written consent of Holder, ONVC and
DVI;
except that such consents shall not be required for any
amendment
filed in connection with any requirement or finding of any
audit
by a governmental entity of the tax return to which the
amendment
relates. Holders shall indemnify ONVC and DVI for any
liability,
cost or expense ONVC or DVI incurs as a result of any such
amendment filed in accordance with the terms hereof.
For purposes hereof, "taxes" shall mean all federal, state, local,
foreign and
other governmental net income, gross income, gross receipts, sales,
use, ad
valorem, transfer, franchise, profits, withholding, payroll,
employment,
unemployment, excise, severance, stamp, occupation, premium,
property, windfall
profits, customs, duties or other taxes, fees, assessments or
charges of any
kind whatever, together with any interest and any penalties,
additions to tax or
additional amounts with respect thereto.
2. REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF HOLDER AND DVI
Each of the Holders and DVI hereby represents and warrants to ONVC
as
follows:
(a) Ownership. Holders are and will be on the Closing Date the
record and
beneficial owners and holders of the DVI Interests, free and clear
of
any and all liens or encumbrances. There are no agreements,
rights,
claims or obligations relating to the issuance, sale, or transfer
of
any equity or other securities of DVI. DVI has no subsidiaries.
(b) Authorization. Each of Holders is an individual. DVI is duly
organized
and in good standing under the laws of the State in which it was
formed
and is duly qualified and in good standing in each jurisdiction
in
which such registration is required. Each of Holders and DVI has
full
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right, power and authority to execute and deliver the Holder
Documents
(as defined below), to perform its obligations therein and to
consummate all of the transactions contemplated thereby.
(c) Documents. Each of Holders and DVI has, or before Closing will
have,
approved the sale of the DVI Interests, this Acquisition Agreement
and
the transactions contemplated hereby, and approved, executed
and
delivered this Acquisition Agreement and certain agreements,
instruments to be executed and delivered by each of Holders and DVI
in
connection herewith (collectively, the "Holder Documents") and each
of
the Holder Documents, when executed by Holders or DVI, shall be
the
legal valid and binding obligation of each of Holders and DVI
in
accordance with their terms.
(d) No Default. Neither any Holder nor DVI, nor any vendor or party
in
contract with Holders or DVI , is in violation of any provision of,
or
in default under, DVI's articles of incorporation, by-laws,
articles of
organization, operating agreement or partnership agreement or
any
indenture, mortgagee, deed of trust, indebtedness, agreement,
judgment,
decree, order, statute, rule or regulation to which any of the
Holders
or DVI is a party or by which any of them or their property is
subject
or bound and further, the execution and delivery of the Holder
Documents, the performance of the obligations therein and the
consummation of the transactions contemplated thereby will not
result
in a violation thereof, or a default thereunder.
(e) No Approvals. Neither any Holder nor DVI is required to obtain
the
approval, authorization, consent or any other order of any public
or
private entity, person, board or body in connection with the
transactions contemplated by the Holder Documents, except as set
forth
in Section 3.1(e) hereof.
(f) Financial Statements. The financial statements and other
information of
DVI, copies of which have been, or prior to Closing will have
been,
provided to ONVC, are true and correct in all material respects
and
fairly present the assets, liabilities, financial condition,
results of
operations, changes in stockholders' equity, and cash flow of DVI
(and
of any person or entity required by sound accounting principles to
be
consolidated or included therein) at their respective dates and
for
their respective periods, all in accordance with sound
accounting
principles applied on a consistent basis, subject only to
normal
recurring year-end adjustments and footnotes (the effect and
the
content of either of which will not, individually or in the
aggregate,
be materially adverse).
(g) No Material Adverse Change. From the date of the last audited
financial
statements to the date hereof, there has not been, and through the
date
of Closing, there will not have been, any change that would
materially
and adversely affect the financial position or results of operation
of
DVI, or the ability of any of Holders or DVI to consummate the
transactions contemplated hereby.
(h) No Undisclosed Liabilities. There is no account, note, lease,
tax,
environmental liability, fine, penalty, civil or criminal
action,
filing, liability, obligation, lien, encumbrance, restriction or
other
duty affecting any of Holders or DVI (nor is there any basis,
circumstance or fact that might give rise thereto), whether
realized or
contingent, pending or threatened, or known, as of the date hereof
or
as of the date of Closing, which has not been, or prior to
Closing,
will not have been, disclosed in writing to ONVC.
(i) No Litigation. There is no action, suit, proceeding or
investigation at
law or in equity, before or by any court, public board or body,
realized or contingent, pending or threatened, known or
unknown,
against or affecting any of Holders or DVI (nor is there any
basis,
circumstance or fact therefor) as of the date hereof or as of the
date
of Closing, which has not been, or prior to Closing, will not
have
been, disclosed in writing to ONVC.
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(j) Ordinary Course of Business. Neither any Holder nor DVI have,
nor prior
to Closing will they have, taken, or failed or chosen not to take,
any
action in contemplation of the transactions contemplated hereby
other
than in the ordinary course of business consistent with the
past
practices of any of Holders or DVI, which has not been, or prior
to
Closing, will not have been, disclosed in writing to ONVC.
(k) Brokers or Finders. Neither any Holder nor DVI or their
officers or
agents have incurred any obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions
or
other similar payment in connection with this Agreement, except
Innovative Travel Acquisitions, Inc. whose fees and expenses shall
be
paid directly by Holders. Each of Holders will indemnify and hold
ONVC
and DVI harmless from any such payment alleged to be due by or
through
any of Holders or DVI as a result of the action of any of Holders
or
DVI or their officers or agents.
(l) Securities Representations. Each of Holders hereby represent
and
warrant to ONVC as follows: (1) each of Holders may not qualify as
an
"Accredited Investor", as such term is defined in Rule 501(a) to
the
Securities Act of 1933, as amended (the "Securities Act") but each
of
Holders is acquiring the Restricted Shares for their own
account
without any view to or for their resale or distribution, all as
et
forth herein; (2) each of Holders' address as set forth on the
Transfer
Power is each of Holders' true and correct residence and each
of
Holders has no present intention of becoming a resident of any
other
state or jurisdiction; (3) the Restricted Shares are being
acquired
solely for each of Holders' own account, for investment, and are
not
being purchased with a view to or for the resale, distribution,
subdivision, or fractionalization thereof and each of Holders has
no
present plans to enter into any contract, undertaking, agreement,
or
arrangement relating thereto; (4) each of Holders understands that
none
of the Restricted Shares have been or will be registered under
the
Securities Act, that each of Holders has no rights to require that
the
Restricted Shares be registered under the Securities Act or any
state
securities or blue sky laws; that each of Holders may have to hold
the
Restricted Shares for a substantial period of time and that it may
not
be possible for each of Holders to liquidate each of Holders'
investment in ONVC; and that in any event the Restricted Shares may
not
be assigned, transferred, pledged, or otherwise sold or offered
for
sale except pursuant to an effective registration statement under
the
Securities Act or pursuant to an exemption from registration under
the
Securities Act, the availability of which must be established by
each
of Holders to the satisfaction of ONVC; and in replacement or
exchange
therefore, are to bear a restrictive legend to this effect; (5)
each of
Holders is acquiring the Restricted Shares without being furnished
any
offering literature or prospectus, but each of Holders has been
granted, and is relying upon, each of Holders' personal
discussions,
investigations and due diligence of ONVC and its officers; (6) each
of
Holders has such knowledge and experience in business and
financial
matters that each of Holders is capable of evaluating the business
and
financial matters of ONVC and the risks and merits relating
thereto;
(7) that there has never been any representation, guarantee, or
warranty made to each of Holders by any broker, ONVC, its agents
or
employees, or any other person, expressly or by implication, as to
any
gain or profit to be derived from, or the approximate or exact
length
of time that each of Holders may be required to remain an owner of,
the
Restricted Shares, or as to any other matter not expressly
contained
herein.
2.2 REPRESENTATIONS AND WARRANTIES OF ONVC
ONVC hereby represents and warrants Holders as follows:
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(a) Authorization. ONVC is duly organized, validly existing, and in
good
standing under the laws of the State in which it was formed. ONVC
has
full right, power and authority to execute and deliver the ONVC
Documents (as defined below), to perform its obligations therein
and to
consummate all of the transactions contemplated thereby.
(b) Documents. ONVC has, or before Closing will have, approved the
sale of
the DVI Interests, this Acquisition Agreement and the
transactions
contemplated hereby, and approved, executed and delivered this
Acquisition Agreement and certain agreements, instruments to be
executed and delivered by ONVC in connection herewith
(collectively,
the "ONVC Documents") and each of the ONVC Documents, when executed
by
ONVC, shall be the legal valid and binding obligation of ONVC
in
accordance with their terms.
(c) No Default. ONVC is not in violation of any provision of, or in
default
under, and the execution and delivery of the ONVC Documents,
the
performance of the obligations therein and the consummation of
the
transactions contemplated thereby will not result in a violation
of, or
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