|
Exhibit 2.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement") made this 26th day of
October, 2007
by and among Rub A Dub Soap, Inc., a Nevada corporation
("Parent"), Zhongsen
International Company Group, Ltd. ("the Company") a Hong Kong
("HK") limited
liability corporation, and Kai Chen, the sole shareholder of the
Company
("Seller").
R E C I T A L S:
A. The respective Boards of Directors of Parent and the Company
have
determined that an acquisition of the Company by Parent, upon
the terms and
subject to the conditions set forth in this Agreement, would be
fair and in the
best interests of their respective shareholders, and such Boards
of Directors
have approved such transaction, pursuant to which all shares of
Common Stock of
the Company ("Company Common Stock") issued and outstanding
immediately prior to
the Closing (as defined in Section 1.03) will be exchanged for
the right to
receive shares of Common Stock of Parent representing 96.5% of
shares
outstanding after the sale hereby (the "Sale").
B. Parent, Seller and the Company desire to make certain
representations, warranties, covenants and agreements in
connection with the
Sale and also to prescribe various conditions to the Sale.
C. For federal income tax purposes, the parties intend that the
Sale
shall qualify as a reorganization under the provisions of
Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the
"Code").
NOW, THEREFORE, in consideration of the representations,
warranties,
covenants and agreements contained in this Agreement, the
parties agree as
follows:
ARTICLE I
THE SALE
1.01 Stock Split. Immediately following the execution of this
Agreement,
Parent shall take all actions required to affect a 2.12-for one
forward split of
the outstanding Common Stock of Parent, and shall redeem for
their par value
approximately 2,197 shares of Parent Common Sock from Halter
Capital Corporation
("HCC"), so that after such split and redemption there will be
issued and
outstanding 910,000 shares of common stock.
1.02 Transfer of Stock. At the Closing, the Seller will transfer
to
Parent 10,000 shares of the Company Common Stock, representing
100% of the
issued and outstanding shares of the common stock of the Company
free and clear
of all liens, claims and encumbrances. In exchange therefor, the
Company will
issue and convey to Seller 25,090,000 post-split shares of
common stock (the
"Purchase Price Shares"). Such shares shall be restricted from
transfer under
the rules and interpretations of the U.S. Securities and
Exchange Commission.
<PAGE>
1.03 Closing. Unless this Agreement shall have been terminated
and the
transactions herein contemplated shall have been abandoned
pursuant to Section
7.01 and subject to the satisfaction or waiver of the conditions
set forth in
Article VI, the closing of the Sale (the "Closing") will take
place at 10:00
a.m. on the business day after satisfaction of the conditions
set forth in
Article VI (or as soon as practicable thereafter) (the "Closing
Date"), at the
offices of Baker & McKenzie in New York, unless another
date, time or place is
agreed to in writing by the parties hereto. The Sale and all
other transactions
contemplated hereby shall become effective on the Closing
Date.
ARTICLE II
RESERVED
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.01 Representations and Warranties of the Company. Except as
set forth
in the Company Disclosure Schedule delivered by the Company to
the Parent at the
time of execution of this Agreement, the Company represents and
warrants to
Parent as follows:
(a) Organization, Standing and Corporate Power. The Company
is
duly organized, validly existing and in good standing under the
laws of
Hong Kong and has the requisite corporate power and authority to
carry
on its business as now being conducted. The Company is duly
qualified or
licensed to do business and is in good standing in each
jurisdiction in
which the nature of its business or the ownership or leasing of
its
properties makes such qualification or licensing necessary,
other than
in such jurisdictions where the failure to be so qualified or
licensed
(individually or in the aggregate) would not have a material
adverse
effect with respect to the Company.
(b) Subsidiaries. The Company owns 100% of its subsidiaries,
Qingdao (Free-Trading Zone) Sentaida International Trade Co.,
Ltd.,
Qingdao Sentaida Tires Co., Ltd., Zhongsen Holdings Co.,
Ltd.(BVI),
formed respectively under the laws of the People's Republic of
China and
the British Virgin Islands.
(c) Capital Structure. The authorized capital stock of the
Company consists of 10,000 authorized shares of Company Common
Stock.
There are 10,000 shares of Common Stock outstanding, all of
which are
owned by Seller. Except as set forth above, no shares of capital
stock
or other equity securities of the Company are issued, reserved
for
issuance or outstanding. All outstanding shares of capital stock
of the
Company are duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. There are
no
outstanding bonds, debentures, notes or other indebtedness or
other
securities of the Company having the right to vote (or
convertible into,
or exchangeable for, securities having the right to vote) on any
matters
on which shareholders of the Company may vote. Except as set
forth
above, there are no outstanding securities, options, warrants,
calls,
rights, commitments, agreements, arrangements or undertakings of
any
kind to which the Company is a party or by which it is bound
obligating
the Company to issue, deliver or sell, or cause to be issued,
delivered
or sold, additional shares of capital stock or other equity or
voting
2
<PAGE>
securities of the Company or obligating the Company to issue,
grant,
extend or enter into any such security, option, warrant, call,
right,
commitment, agreement, arrangement or undertaking. There are
no
outstanding contractual obligations, commitments, understandings
or
arrangements of the Company to repurchase, redeem or otherwise
acquire
or make any payment in respect of any shares of capital stock of
the
Company. There are no agreements or arrangements pursuant to
which the
Company is or could be required to register shares of Company
Common
Stock or other securities under the Securities Act of 1933, as
amended
(the "Securities Act") or other agreements or arrangements with
or among
any security holders of the Company with respect to securities
of the
Company.
(d) Authority; Noncontravention. The Company has the
requisite
corporate and other power and authority to enter into this
Agreement and
to consummate the transactions hereby to which it is a party.
The
execution and delivery of this Agreement by the Company and
the
consummation by the Company of the transactions contemplated
hereby have
been duly authorized by all necessary corporate action on the
part of
the Company. This Agreement has been duly executed and delivered
by the
Company and constitutes a valid and binding obligation of the
Company,
enforceable against the Company in accordance with its terms.
The
execution and delivery of this Agreement do not, and the
consummation of
the transactions contemplated by this Agreement and compliance
with the
provisions hereof will not, conflict with, or result in any
breach or
violation of, or default (with or without notice or lapse of
time, or
both) under, or give rise to a right of termination,
cancellation or
acceleration of or "put" right with respect to any obligation or
to loss
of a material benefit under, or result in the creation of any
lien upon
any of the properties or assets of the Company under, (i) the
Articles
of Incorporation or Bylaws of the Company, (ii) any loan or
credit
agreement, note, bond, mortgage, indenture, lease or other
agreement,
instrument, permit, concession, franchise or license applicable
to the
Company, its properties or assets, or (iii) subject to the
governmental
filings and other matters referred to in the following sentence,
any
judgment, order, decree, statute, law, ordinance, rule,
regulation or
arbitration award applicable to the Company, its properties or
assets.
No consent, approval, order or authorization of, or
registration,
declaration or filing with, or notice to, any federal, state or
local
government or any court, administrative agency or commission or
other
governmental authority, agency, domestic or foreign (a
"Governmental
Entity"), is required by or with respect to the Company in
connection
with the execution and delivery of this Agreement by the Company
or the
consummation by the Company of the transactions contemplated
hereby.
(e) Financial Statements (i) The Parent has received a copy
of
the audited consolidated financial statements of the Company and
Company
Subs for the fiscal year ended December 31, 2006 and 2005 and
unaudited
financial statements for the six-months ended June 30, 2007 and
2006
("Financial Statements"). The Financial Statements fairly
present the
financial condition of the Company at the dates indicated and
its
results of their operations and cash flows for the periods then
ended
and, except as indicated therein, reflect all claims against,
debts and
liabilities of the Company, fixed or contingent, and of whatever
nature.
(ii) Since June 30, 2007 (the "Balance Sheet Date"), there has
been no
3
<PAGE>
material adverse change in the assets or liabilities, or in the
business
or condition, financial or otherwise, or in the results of
operations or
prospects, of the Company, whether as a result of any
legislative or
regulatory change, revocation of any license or rights to do
business,
fire, explosion, accident, casualty, labor trouble, flood,
drought,
riot, storm, condemnation, act of God, public force or otherwise
and no
material adverse change in the assets or liabilities, or in the
business
or condition, financial or otherwise, or in the results of
operation or
prospects, of the Company except in the ordinary course of
business.
(iii) Since the Balance Sheet Date, the Company has not suffered
any
damage, destruction or loss of physical property (whether or not
covered
by insurance) affecting its condition (financial or otherwise)
or
operations (present or prospective), nor has the Company issued,
sold or
otherwise disposed of, or agreed to issue, sell or otherwise
dispose of,
any capital stock or any other security of the Company and has
not
granted or agreed to grant any option, warrant or other right
to
subscribe for or to purchase any capital stock or any other
security of
the Company or has incurred or agreed to incur any indebtedness
for
borrowed money.
(f) Absence of Certain Changes or Events. Since June 30,
2007,
the Company has conducted its business only in the ordinary
course
consistent with past practice, and there is not and has not
been: (i)
any material adverse change with respect to the Company; (ii)
any
condition, event or occurrence which individually or in the
aggregate
could reasonably be expected to have a material adverse effect
or give
rise to a material adverse change with respect to the Company;
(iii) any
event which, if it had taken place following the execution of
this
Agreement, would not have been permitted by Section 4.01 without
prior
consent of Parent; or (iv) any condition, event or occurrence
which
could reasonably be expected to prevent, hinder or materially
delay the
ability of the Company to consummate the transactions
contemplated by
this Agreement.
(g) Litigation; Labor Matters; Compliance with Laws.
(i) There is no suit, action or proceeding or
investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company or any basis for
any
such suit, action, proceeding or investigation that,
individually or in the aggregate, could reasonably be
expected
to have a material adverse effect with respect to the Company
or
prevent, hinder or materially delay the ability of the
Company
to consummate the transactions contemplated by this
Agreement,
nor is there any judgment, decree, injunction, rule or order
of
any Governmental Entity or arbitrator outstanding against
the
Company having, or which, insofar as reasonably could be
foreseen by the Company, in the future could have, any such
effect.
(ii) The Company is not a party to, or bound by, any
collective bargaining agreement, contract or other agreement
or
understanding with a labor union or labor organization, nor
is
it the subject of any proceeding asserting that it has
committed
an unfair labor practice or seeking to compel it to bargain
with
any labor organization as to wages or conditions of
employment
nor is there any strike, work stoppage or other labor
dispute
involving it pending or, to its knowledge, threatened, any
of
which could have a material adverse effect with respect to
the
Company.
4
<PAGE>
(iii) The conduct of the business of the Company
complies with all statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees or arbitration awards
applicable thereto.
(h) Benefit Plans. The Company is not a party to any
collective
bargaining agreement or any bonus, pension, profit sharing,
deferred
compensation, incentive compensation, stock ownership, stock
purchase,
phantom stock, retirement, vacation, severance, disability,
death
benefit, hospitalization, medical or other plan, arrangement
or
understanding (whether or not legally binding) under which the
Company
currently has an obligation to provide benefits to any current
or former
employee, officer or director of the Company (collectively,
"Benefit
Plans").
(i) Certain Employee Payments. The Company is not a party to
any
employment agreement which could result in the payment to any
current,
former or future director or employee of the Company of any
money or
other property or rights or accelerate or provide any other
rights or
benefits to any such employee or director as a result of the
transactions contemplated by this Agreement, whether or not (i)
such
payment, acceleration or provision would constitute a
"parachute
payment" (within the meaning of Section 280G of the Code), or
(ii) some
other subsequent action or event would be required to cause
such
payment, acceleration or provision to be triggered.
(j) Tax Returns and Tax Payments. The Company has timely
filed
all Tax Returns required to be filed by it, has paid all Taxes
shown
thereon to be due and has provided adequate reserves in its
financial
statements for any Taxes that have not been paid, whether or not
shown
as being due on any returns. No material claim for unpaid Taxes
has been
made or become a lien against the property of the Company or is
being
asserted against the Company, no audit of any Tax Return of the
Company
is being conducted by a tax authority, and no extension of the
statute
of limitations on the assessment of any Taxes has been granted
by the
Company and is currently in effect. As used herein, "taxes"
shall mean
all taxes of any kind, including, without limitation, those on
or
measured by or referred to as income, gross receipts, sales,
use, ad
valorem, franchise, profits, license, withholding, payroll,
employment,
excise, severance, stamp, occupation, premium value added,
property or
windfall profits taxes, customs, duties or similar fees,,
assessments or
charges of any kind whatsoever, together with any interest and
any
penalties, additions to tax or additional amounts imposed by
any
governmental authority, domestic or foreign. As used herein,
"Tax
Return" shall mean any return, report or statement required to
be filed
with any governmental authority with respect to Taxes.
(k) Environmental Matters. The Company is in compliance with
all
applicable Environmental Laws. "Environmental Laws" means all
applicable
federal, state and local statutes, rules, regulations,
ordinances,
orders, decrees and common law relating in any manner to
contamination,
pollution or protection of human health or the environment, and
similar
state laws.
(l) Material Contract Defaults. The Company is not, or has
not
received any notice or has any knowledge that any other party
is, in
default in any respect under any Material Contract; and there
has not
5
<PAGE>
occurred any event that with the lapse of time or the giving of
notice
or both would constitute such a material default. For purposes
of this
Agreement, a Material Contract means any contract, agreement
or
commitment that is effective as of the Closing Date to which the
Company
is a party (i) with expected receipts or expenditures in excess
of
$100,000, (ii) requiring the Company to indemnify any person,
(iii)
granting exclusive rights to any party, (iv) evidencing
indebtedness for
borrowed or loaned money in excess of $100,000 or more,
including
guarantees of such indebtedness, or (v) which, if breached by
the
Company in such a manner would (A) permit any other party to
cancel or
terminate the same (with or without notice of passage of time)
or (B)
provide a basis for any other party to claim money damages
(either
individually or in the aggregate with all other such claims
under that
contract) from the Company or (C) give rise to a right of
acceleration
of any material obligation or loss of any material benefit under
any
such contract, agreement or commitment.
(m) Properties. The Company has good, clear and marketable
title
to all the tangible properties and tangible assets reflected in
the
latest balance sheet as being owned by the Company or acquired
after the
date thereof which are, individually or in the aggregate,
material to
the Company's business (except properties sold or otherwise
disposed of
since the date thereof in the ordinary course of business), free
and
clear of all material liens.
(n) Trademarks and Related Contracts. To the knowledge of
the
Company:
(i) As used in this Agreement, the term "Trademarks"
means trademarks, service marks, trade names, Internet
domain
names, designs, slogans, and general intangibles of like
nature;
the term "Trade Secrets" means technology; trade secrets and
other confidential information, know-how, proprietary
processes,
formulae, algorithms, models, and methodologies; the term
"Intellectual Property" means patents, copyrights,
Trademarks,
applications for any of the foregoing, and Trade Secrets;
the
term "Company License Agreements" means any license
agreements
granting any right to use or practice any rights under any
Intellectual Property (except for such agreements for
off-the-shelf products that are generally available or less
than
$25,000), and any written settlements relating to any
Intellectual Property, to which the Company is a party or
otherwise bound; and the term "Software" means any and all
computer programs, including any and all software
implementations of algorithms, models and methodologies,
whether
in source code or object code.
(ii) To the knowledge of the Company, none of the
Company's Intellectual Property or Company License
Agreements
infringe upon the rights of any third party that may give
rise
to a cause of action or claim against the Company or its
successors.
(o) Board Recommendation. The Board of Directors of the
Company
has unanimously determined that the terms of the Sale are fair
to and in
the best interests of the shareholders of the Company and
recommended
that the Seller execute this Agreement.
6
<PAGE>
3.02 Representations and Warranties of Company Subs. Except as
set forth
in the Company Disclosure Schedule delivered by the Company to
the Parent at the
time of execution of this Agreement, the Company represents and
warrants to
Parent as follows:
(a) Organization, Standing and Corporate Power. Company Subs
are
duly organized, validly existing and in good standing under the
laws of
the People's Republic of China, the State of California and the
British
Virgin Islands and have the requisite corporate power and
authority to
carry on their respective business as now being conducted.
Company Subs
are duly qualified or licensed to do business and are in good
standing
in each jurisdiction in which the nature of their business or
the
ownership or leasing of their properties makes such
qualification or
licensing necessary, other than in such jurisdictions where the
failure
to be so qualified or licensed (individually or in the
aggregate) would
not have a material adverse effect (as defined in Section 9.02)
with
respect to Company Subs.
(b) Subsidiaries. The Company Subs are 100% owned by the
Company
and shall remain wholly owned subsidiaries of the Company
following the
Sale.
(c) Capital Structure. Except as set forth in the Financial
Statements, no shares of capital stock or other equity
securities of
Company Subs are issued, reserved for issuance or outstanding.
All
outstanding equity ownership interest in Company Subs are
duly
authorized, validly issued, fully paid and nonassessable and not
subject
to preemptive rights. There are no outstanding bonds,
debentures, notes
or other indebtedness or other securities of Company Subs having
the
right to vote (or convertible into, or exchangeable for,
securities
having the right to vote) on any matters on which shareholders
of
Company Subs may vote. The Company Disclosure Schedule sets
forth the
outstanding Capitalization of Company Subs. Except as set forth
above,
there are no outstanding securities, options, warrants, calls,
rights,
commitments, agreements, arrangements or undertakings of any
kind to
which Company Subs are a party or by which they are bound
obligating
Company Subs to issue, deliver or sell, or cause to be issued,
delivered
or sold, additional shares of capital stock or other equity or
voting
securities of Company Subs or obligating Company Subs to issue,
grant,
extend or enter into any such security, option, warrant, call,
right,
commitment, agreement, arrangement or undertaking. There are
no
outstanding contractual obligations, commitments, understandings
or
arrangements of Company Subs to repurchase, redeem or otherwise
acquire
or make any payment in respect of any shares of capital stock of
Company
Subs. There are no agreements or arrangements pursuant to which
Company
Subs are or could be required to register shares of Company
Common Stock
or other securities under the Securities Act of 1933, as amended
(the
"Securities Act") or other agreements or arrangements with or
among any
security holders of Company Subs with respect to securities of
Company
Subs.
(d) Authority; Noncontravention. Each of the Company Subs
has
the requisite corporate and other power and authority to enter
into this
Agreement and to make the representations contained herein.
This
Agreement has been duly executed and delivered by Company Subs
and
constitutes a valid and binding obligation of Company Subs,
enforceable
against Company Subs in accordance with its terms. The execution
and
7
<PAGE>
delivery of this Agreement do not, and the consummation of
the
transactions contemplated by this Agreement and compliance with
the
provisions hereof will not, conflict with, or result in any
breach or
violation of, or default (with or without notice or lapse of
time, or
both) under, or give rise to a right of termination,
cancellation or
acceleration of or "put" right with respect to any obligation or
to loss
of a material benefit under, or result in the creation of any
lien upon
any of the properties or assets of Company Subs under, (i) the
Articles
of Incorporation or Bylaws of Company Subs, (ii) any loan or
credit
agreement, note, bond, mortgage, indenture, lease or other
agreement,
instrument, permit, concession, franchise or license applicable
to
Company Subs, its properties or assets, or (iii) subject to
the
governmental filings and other matters referred to in the
following
sentence, any judgment, order, decree, statute, law, ordinance,
rule,
regulation or arbitration award applicable to Company Subs,
their
properties or assets. No consent, approval, order or
authorization of,
or registration, declaration or filing with, or notice to, any
federal,
state or local government or any court, administrative agency
or
commission or other governmental authority, agency, domestic or
foreign
(a "Governmental Entity"), is required by or with respect to
Company
Subs in connection with the execution and delivery of this
Agreement by
Company Subs or the consummation by Company Subs of the
transactions
contemplated hereby, except, as set forth in the Company
Disclosure
Schedule.
(e) Absence of Certain Changes or Events. Since June 30,
2007,
other than the ownership interest transfer to the Company,
if
applicable, each of the Company Subs has conducted its business
only in
the ordinary course consistent with past practice, and there is
not and
has not been: (i) any material adverse change with respect to
Company
Subs; (ii) any condition, event or occurrence which individually
or in
the aggregate could reasonably be expected to have a material
adverse
effect or give rise to a material adverse change with respect to
Company
Subs; (iii) any event which, if it had taken place following
the
execution of this Agreement, would not have been permitted by
Section
4.01 without prior consent of Parent; or (iv) any condition,
event or
occurrence which could reasonably be expected to prevent, hinder
or
materially delay the ability of Company Subs to consummate
the
transactions contemplated by this Agreement.
(f) Litigation; Labor Matters; Compliance with Laws.
(i) There is no suit, action or proceeding or
investigation pending or, to the knowledge of Company Subs,
threatened against or affecting Company Subs or any basis
for
any such suit, action, proceeding or investigation that,
individually or in the aggregate, could reasonably be
expected
to have a material adverse effect with respect to Company
Subs
or prevent, hinder or materially delay the ability of
Company
Subs to consummate the transactions contemplated by this
Agreement, nor is there any judgment, decree, injunction,
rule
or order of any Governmental Entity or arbitrator
outstanding
against Company Subs having, or which, insofar as reasonably
could be foreseen by Company Subs, in the future could have,
any
such effect.
(ii) None of the Company Subs is a party to, or bound
by, any collective bargaining agreement, contract or other
agreement or understanding with a labor union or labor
8
<PAGE>
organization, nor is any the subject of any proceeding
asserting
that it has committed an unfair labor practice or seeking to
compel it to bargain with any labor organization as to wages
or
conditions of employment nor is there any strike, work
stoppage
or other labor dispute involving it pending or, to its
knowledge, threatened, any of which could have a material
adverse effect with respect to Company Subs.
(iii) The conduct of the business of Company Subs
complies with all statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees or arbitration awards
applicable thereto.
(g) Benefit Plans. None of the Company Subs is a party to
any
collective bargaining agreement or any bonus, pension, profit
sharing,
deferred compensation, incentive compensation, stock ownership,
stock
purchase, phantom stock, retirement, vacation, severance,
disability,
death benefit, hospitalization, medical or other plan,
arrangement or
understanding (whether or not legally binding) under which it
currently
has an obligation to provide benefits to any current or former
employee,
officer or director of Company Subs (collectively, "Benefit
Plans").
(h) Certain Employee Payments. None of the Company Subs is a
party to any employment agreement which could result in the
payment to
any current, former or future director or employee of Company
Subs of
any money or other property or rights or accelerate or provide
any other
rights or benefits to any such employee or director as a result
of the
transactions contemplated by this Agreement, whether or not (i)
such
payment, acceleration or provision would constitute a
"parachute
payment" (within the meaning of Section 280G of the Code), or
(ii) some
other subsequent action or event would be required to cause
such
payment, acceleration or provision to be triggered.
(i) Tax Returns and Tax Payments. Each of the Company Subs
has
timely filed all Tax Returns required to be filed by it, has
paid all
Taxes shown thereon to be due and has provided adequate reserves
in its
financial statements for any Taxes that have not been paid,
whether or
not shown as being due on any returns. No material claim for
unpaid
Taxes has been made or become a lien against the property of
Company
Subs or is being asserted against Company Subs, no audit of any
Tax
Return of Company Subs is being conducted by a tax authority,
and no
extension of the statute of limitations on the assessment of any
Taxes
has been granted by Company Subs and is currently in effect. As
used
herein, "taxes" shall mean all taxes of any kind, including,
without
limitation, those on or measured by or referred to as income,
gross
receipts, sales, use, ad valorem, franchise, profits,
license,
withholding, payroll, employment, excise, severance, stamp,
occupation,
premium value added, property or windfall profits taxes,
customs, duties
or similar fees,, assessments or charges of any kind
whatsoever,
together with any interest and any penalties, additions to tax
or
additional amounts imposed by any governmental authority,
domestic or
foreign. As used herein, "Tax Return" shall mean any return,
report or
statement required to be filed with any governmental authority
with
respect to Taxes.
9
<PAGE>
(j) Environmental Matters. Each of the Company Subs is in
material compliance with all applicable Environmental Laws.
"Environmental Laws" means all applicable federal, state and
local
statutes, rules, regulations, ordinances, orders, decrees and
common law
relating in any manner to contamination, pollution or protection
of
human health or the environment, and similar state laws.
(k) Material Contract Defaults. None of the Company Subs is,
nor
have they received any notice or has any knowledge that any
other party
is, in default in any respect under any Material Contract; and
there has
not occurred any event that with the lapse of time or the giving
of
notice or both would constitute such a material default. For
purposes of
this Agreement, a Material Contract means any contract,
agreement or
commitment that is effective as of the Closing Date to which
Company
Subs is a party (i) with expected receipts or expenditures in
excess of
$100,000, (ii) requiring Company Subs to indemnify any person,
(iii)
granting exclusive rights to any party, (iv) evidencing
indebtedness for
borrowed or loaned money in excess of $100,000 or more,
including
guarantees of such indebtedness, or (v) which, if breached by
Company
Subs in such a manner would (A) permit any other party to
cancel
|