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Master Agreement And Plan of Reorganization

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Sectors: Services
Governing Law: Japan
Effective Date: March 29, 2005
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Exhibit 10.2


MASTER AGREEMENT

AND PLAN OF REORGANIZATION


AMONG


SYNNEX Corporation,

SYNNEX K.K.,

AND


MCJ Co., Ltd.

Dated as of


March 29, 2005

MASTER AGREEMENT AND PLAN OF REORGANIZATION

This MASTER AGREEMENT AND PLAN OF REORGANIZATION (this " Agreement" ) is made and entered into this 29 th day of March, 2005, by and between SYNNEX Corporation (" SYNNEX" ), a corporation organized and existing under the laws of the State of Delaware, U.S.A. having its registered office at 44201 Nobel Drive, Fremont, CA, 94538, U.S.A., SYNNEX K.K. (" SYNNEX JAPAN" ), a corporation organized and existing under the laws of Japan having its registered office at 2-5, Ueno 3-chome, Taito-ku, Tokyo 110-0005, Japan, and MCJ, Co. Ltd. (" MCJ" ), a corporation organized and existing under the laws of Japan having its registered office at 1-14-11 Sugito, Sugito-cho, Kitakatsushika-gun, Saitama-ken 345-0036, Japan;


WITNESSETH:


WHEREAS , SYNNEX desires to exchange with MCJ and MCJ is willing to acquire from SYNNEX 4,236,000 shares of SYNNEX JAPAN held by SYNNEX (" Target Shares" ), representing approximately 80.38% of total issued common stock of SYNNEX JAPAN (" Target Shares Transaction" ),


WHEREAS , MCJ has agreed to issue to SYNNEX 8,603 new shares of common stock of MCJ (" Acquisition Consideration Shares" ), in exchange for the Target Shares constituting approximately 6.82% of the issued and outstanding capital stock of MCJ on a fully diluted basis (" Acquisition Consideration Shares Transaction" ),

WHEREAS, the Parties intend that the stock for stock exchange described in this Agreement be a tax-free reorganization described in a7368(a)(1)(B) of the Code (defined below), and the parties intend that this Agreement constitute a plan of reorganization as defined in a7368(b) of the Internal Revenue Code and the Treasury regulations promulgated thereunder (the " Code" ); and


NOW, THEREFORE , in consideration of the premises made herein, the parties agree as follows:


ARTICLE 1


EXCHANGE OF THE TRANSFER SHARES

1.1 Target Shares . Upon the terms and subject to the conditions of this Agreement, SYNNEX shall exchange and MCJ shall acquire the Target Shares for an amount of shares of MCJ voting capital stock which is valued on the Target Shares Transaction Date in an aggregate equal to 2,408,840,000 yen.


1 1.2 Target Shares Transaction Date . The closing will take place at the office of MCJ at 10:00A.M. local time on April 19, 2005 (" Target Shares Transaction Date" ). On the Target Shares Transaction Date, SYNNEX will deliver to MCJ the share certificates indicating and representing the Target Shares.


ARTICLE 2

ISSUE OF AND SUBSCRIPTION FOR ACQUISITION CONSIDERATION SHARES

2.1 Acquisition Consideration Shares Issuance Date . Upon the terms and subject to the conditions of this Agreement, including the effectiveness of the registration relating to the issue of the Acquisition Consideration Shares made under the Securities and Exchange Law of Japan (" Securities and Exchange Law" ), MCJ shall issue the Acquisition Consideration Shares to SYNNEX on April 22, 2005 (" Acquisition Consideration Shares Issuance Date" ).

2.2 Acquisition Consideration Shares Certificates . After MCJ' s receipt of the Target Shares by MCJ or MCJ' s agent, MCJ will transfer to SYNNEX the certificates representing the Acquisition Consideration Shares, free and clear of all Liens, at such time as SYNNEX and MCJ will mutually agree.

ARTICLE 3


REPRESENTATIONS AND WARANTTIES OF SYNNEX AND SYNNEX JAPAN

SYNNEX and SYNNEX JAPAN severally and jointly represent and warrant to MCJ as at the date of execution of this Agreement as follows: 3.1 Organisation . SYNNEX JAPAN is a corporation duly organised and validly existing under the laws of Japan and has all requisite legal and corporate power and authority to carry on its business as now conducted.

3.2 Authorisation . SYNNEX JAPAN has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all corporate and other actions on the part of SYNNEX JAPAN necessary for the execution and delivery of this Agreement and the performance of all of its obligations hereunder have been taken in accordance with the provisions of this Agreement.

3.3 Validity of this Agreement . This Agreement constitutes a valid and legally binding obligation of SYNNEX and SYNNEX JAPAN, enforceable against them in accordance with its terms, except (a)as limited by applicable bankruptcy, insolvency, reorganisation and other laws of general application affecting enforcement of creditors' rights generally and (b)as limited by laws relating to the availability of specific performance.


2 3.4 Capitalisation .

(a) As at the date of execution of this Agreement, the authorized share capital of SYNNEX JAPAN consists of 21,080,000 shares of the common stock, of which 5,270,000 shares are currently in issue.

(b) SYNNEX JAPAN has issued no bonds, notes or other securities convertible into, exchangeable for, or otherwise linked with, shares of the common stock of SYNNEX JAPAN, nor has it granted any option or right to purchase, subscribe for or otherwise acquire shares of the common stock of SYNNEX JAPAN, except as previously disclosed to MCJ.

3.5 Complaints and Claims . SYNNEX JAPAN has received no material adverse complaint from any customer concerning the products and/or services sold by it, nor has it received any other material adverse complaint or claim, which would reasonably be expected to materially and adversely affect its financial condition, results of operations or business. 3.6 Litigation . There is no legal action, proceeding or investigation pending or, to the best of SYNNEX' s and SYNNEX JAPAN' s knowledge, currently threatened against SYNNEX JAPAN, nor is there any order, injunction, judgment or decree of any court or government agency or instrumentality to which SYNNEX JAPAN is a party or subject, in each case, that questions the validity of this Agreement or the right of SYNNEX JAPAN to enter into this Agreement, or to consummate the transactions contemplated hereby, or that might reasonably be expected to result, either individually or in the aggregate, in any material adverse change in the properties or assets, condition or affairs of SYNNEX JAPAN, financially or otherwise, or any material change in the current equity ownership of SYNNEX JAPAN.

3.7 Permits . SYNNEX JAPAN has all franchises, permits, licences and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would materially and adversely affect the business, properties, assets, prospects or financial condition of SYNNEX JAPAN, and is not in default in any respect under any of such franchises, permits, licences or other similar authority.

3.8 Financial Statements .

(a) The audited annual financial statements of SYNNEX JAPAN for the fiscal year ended on November 30, 2004 (" Financial Statements" ) have been prepared in accordance with generally accepted accounting principles in Japan, and fairly present the financial condition and operating results of SYNNEX JAPAN as at the dates, and for the periods, indicated therein. (b) SYNNEX JAPAN is not a major guarantor or indemnitor of any indebtedness of any other person, firm or corporation. SYNNEX JAPAN maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles in Japan.


3 3.9 Changes . Since November 30, 2004, there has not been:

(a) any material change in the properties, assets, liabilities, financial condition or operating results of SYNNEX JAPAN as reflected in the Financial Statements, except changes in the ordinary course of business;

(b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, assets, financial condition, operating results or business of SYNNEX JAPAN;

(c) any waiver by SYNNEX JAPAN of a valuable right or of a material debt owed to it;

(d) any satisfaction or discharge of any mortgage, pledge, lien, claim or encumbrance or payment of any obligation by SYNNEX JAPAN, except in the ordinary course of business and that is not material to the properties, assets, financial condition, operating results or business of SYNNEX JAPAN;

(e) any material change or amendment to a material contract or arrangement by which SYNNEX JAPAN or any of its assets or properties is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee;

(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets except in the ordinary course of business;

(h) any resignation or termination of employment of any key officer or key employee of SYNNEX JAPAN, and SYNNEX JAPAN does not know of the impending resignation or termination of employment of any such key officer or key employee;

(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of SYNNEX JAPAN; (j) any mortgage, pledge, transfer of a security interest in, or lien, created by SYNNEX JAPAN, with respect to any of its material properties or assets, except as disclosed in the Financial Statements or created in the ordinary course of business;

(k) any declaration, setting aside or payment or other distribution in respect of any of SYNNEX JAPAN' s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by SYNNEX JAPAN;

(l) to SYNNEX' s and SYNNEX JAPAN' knowledge, any other event or condition of any character that would reasonably be expected to materially and adversely affect the properties, assets, financial condition, operating results or business of SYNNEX JAPAN; or

(m) any agreement or commitment by SYNNEX or SYNNEX JAPAN to do any of the things described in this Section 3.9. 3.10

Tax Returns . SYNNEX JAPAN has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. SYNNEX JAPAN has paid all taxes and other assessments due. Within the past three (3) years, SYNNEX JAPAN has never had any tax deficiency proposed or assessed against it and has not executed any


4

waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. SYNNEX JAPAN has withheld or collected from each payment made to each of its employees the amount of all taxes required to be withheld or collected therefrom, and has paid the same to the proper tax office.

3.11 Insurance . SYNNEX JAPAN has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount to allow it to replace any of its properties that might be damaged or destroyed.

3.12 Outstanding Debt . SYNNEX JAPAN has no outstanding indebtedness for borrowed money, and is not a guarantor or otherwise contingently liable for any such indebtedness, except as set out in the Financial Statements. There exists no material default under the provisions of any instrument evidencing any such indebtedness or of any agreement relating thereto.

ARTICLE 4


REPRESENTATIONS AND WARRANTIES OF MCJ


MCJ represents and warrants to SYNNEX as at the date of execution of this Agreement as follows: 4.1 Organisation . MCJ is a corporation duly organised and validly existing under the laws of Japan. 4.2 Authorisation . MCJ has all requisite legal and corporate power to execute and deliver this Agreement and to perform its obligations hereunder, and all corporate and other actions, including governmental approvals, authorisations and filings, on the
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