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Share Purchase Agreement

Purchase and Sale Agreement

Share Purchase Agreement | Document Parties: WESTMONT RESOURCES INC. | Get2Network, Inc You are currently viewing:
This Purchase and Sale Agreement involves

WESTMONT RESOURCES INC. | Get2Network, Inc

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Title: Share Purchase Agreement
Governing Law: Nevada     Date: 3/5/2009

Share Purchase Agreement, Parties: westmont resources inc. , get2network  inc
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Share Purchase Agreement

 

THIS AGREEMENT made as of this 1 st Day of March, 2009

 

B E T W E E N:

Westmont Resources, Inc. a Company registered in the State of Nevada, USA (hereinafter the “Purchaser”)

- and -

The Shareholders of Get2Networks, Inc. a Company registered in the State of Nevada, USA (hereinafter the “Vendors”)

 

WHEREAS the Vendors are the registered and beneficial owners of all of the issued and outstanding shares (the “Purchased Shares”) in the capital stock of Get2Networks, Inc. (the “Corporation”);

 

AND WHEREAS the Vendors wish to sell 100% of the Purchased Shares to the Purchaser, and the Purchaser agrees to purchase the Purchased Shares from the Vendors in accordance with the terms and conditions of this Agreement;

 

THIS AGREEMENT WITNESSES that in consideration of the covenants, agreements, warranties and payments herein set out and provided for, the parties hereto covenant and agree as follows:

 

ARTICLE 1

PURCHASED SHARES AND PURCHASE PRICE

 

1.1

Subject to the terms and conditions hereof, the Vendors agree to sell to the Purchaser and the Purchaser agrees to purchase from the Vendors the Purchased Shares.

 

1.2

The purchase price payable by the Purchaser to the Vendors for the Purchased Shares of the Corporation shall be 43,300,000 Restricted Common Shares of Westmont Resources, Inc., which shares shall be issued subject to the conditions specified in Article 3 of this Agreement.  These Shares issued are noticed and intended to represent a 49% interest in the Issued and Outstanding Common Stock Shares of the Company.

 

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

 

2.1

The Vendors covenant, represent and warrant as follows and acknowledge that the Purchaser is relying upon such covenants, representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares:

 

 

(a)

The Corporation has been duly incorporated and is organized, validly subsisting and in good standing under the laws of the State of Nevada, USA.

 


 

 

1


 

 

 

 

(b)

The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary.

 

 

(c)

The authorized capital of the Corporation consists of the following:

1,500 common shares without par value of which 1,500 shares have been duly issued and are outstanding as fully paid and non-assessable.

 

 

(d)

No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendors of any of the Purchased Shares.

 

 

(e)

No person, firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Corporation or of any securities of the Corporation.

 

 

(f)

The Vendors are the registered and beneficial owners of the Purchased Shares, with good and marketable title thereto, free and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Vendors have the power and authority and right to sell the Purchased Shares in accordance with the terms of this Agreement.

 

 

(g)

The books and records of the Corporation fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Corporation as of the date thereof and all material financial transactions of the Corporation relating to its business have been accurately recorded in such books and records.

 

 

(h)

The corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were duly called and held, the share certificate books, register of shareholders, register of transfers, and register of directors of the Corporation are complete and accurate and all eligible tax payable in connection with the transfer of any securities of the Corporation has been duly paid.

 

 

(i)

There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority.

 


 

 

2


 

 

 

 

 

(j)

The Corporation has no loans or indebtedness outstanding which have been made to directors, former directors, officers, shareholders and/or employees of the Corporation.  Any Loans or indebtedness have been fully disclosed on the books of the Company.

 

 

(k)

The Corporation has good and marketable title to its assets, free and clear of any and all claims, liens, encumbrances and security interests whatsoever.

 

 

(l)

The Corporation has no subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the time of closing acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser other than what has been communicated to date.

 

 

(m)

Up to the time of closing there has been no change and will have been no change in the business, operations, affairs or condition of the Corporation, financial or otherwise, or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business, which changes have not adversely affected and will not adversely affect the organization, business, properties, prospects and financial condition of the Corporation.

 

 

(n)

All receivables recorded on the books of the Corporation are bona fide and good and do not include any work in progress and, subject to an allowance for doubtful accounts taken in accordance with generally accepted accounting principles, are collectable without set off or counterclaim.

 

 

(o)

All vacation pay, bonuses, commissions and other emoluments are reflected and have been accrued in the books of account of the Corporation.

 

 

(p)

The Corporation has duly and timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, penalt


 
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