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Agreement for the Sale and Purchase
Agreement for the Sale and Purchase (226K)
Doc #439373: Click preview link for longer preview.
AGREEMENT FOR THE SALE AND PURCHASE
OF THE PAPER MERCHANTING DIVISION OF
BUHRMANN N.V.
DATED 8 September 2003
BUHRMANN N.V.
and
PAPERLINX LIMITED
439373
|
Buhrmann
As referenced in this Agreement for the Sale and Purchase:
BUHRMANN N –
EX-4.18 3 a05-4893_1ex4d18.htm EX-4.18
EXHIBIT 4.18
AGREEMENT FOR THE SALE AND PURCHASE
OF THE PAPER MERCHANTING DIVISION OF
BUHRMANN N .V.
DATED 8 September 2003
BUHRMANN N.V.
and
PAPERLINX LIMITED
CONTENTS
Clause
1.
Interpretation
2.
Sale And Purchase
3.
Conditions
4.
Completion
5.
Purchase Price
6.
Completion Balance
_____________
BUHRMANN N – 18 3 a05-4893_1ex4d18.htm EX-4.18
EXHIBIT 4.18
AGREEMENT FOR THE SALE AND PURCHASE
OF THE PAPER MERCHANTING DIVISION OF
BUHRMANN N.V.
DATED 8 September 2003
BUHRMANN N .V.
and
PAPERLINX LIMITED
CONTENTS
Clause
1.
Interpretation
2.
Sale And Purchase
3.
Conditions
4.
Completion
5.
Purchase Price
6.
Completion Balance Sheet
7.
Deferred Consideration
8.
Independent Accountants
_____________
Buhrmann N – Recognised for article 3 of the Dutch Dividend Tax Act 1965
30.
Goodwill on Tax Balance Sheet
31.
Interpretation
Signatories
THIS AGREEMENT is made the 8 September, 2003
BETWEEN:
(1) Buhrmann N .V. a public limited liability company incorporated under the laws of The Netherlands whose principal place of business is in Amsterdam, The Netherlands (the Seller); and
(2) PaperlinX Limited
_____________
Buhrmann N – must be in writing and may be delivered in person, or sent by post or fax to the party to be served at as follows:
(a) to the Seller at:
Buhrmann N .V.
Hoogoorddreef 62
1101 BE Amsterdam ZO
The Netherlands
Fax: +31 20 651 1011
marked for the attention of: Floris Waller and Heidi van der Kooij
(b) to the
_____________
Buhrmann n – to all interested parties including employees, customers and suppliers.
19.3 The Purchaser will procure that within 90 days of Completion the PMD Group Companies cease all use of the Buhrmann n ame or logo and the Corporate Express name and any other intellectual property included in the schedule headed Excluded Assets, including without limitation the use of any letterheads or other
_____________
dt 1542238
;
webMethods
As referenced in this Agreement for the Sale and Purchase:
Webmethods Inc. – the representations and warranties made by the Seller contained in the schedule headed Warranties;
Webmethods Agreements means the licence agreement (together with all relevant addenda) between Corporate Express Inc. and Webmethods Inc. dated 30 August 2000 together with the professional services agreements between Corporate Express Inc. and Webmethods Inc dated August 2000;
Winpac shall have the meaning set out in clause
_____________
Webmethods Inc – the licence agreement (together with all relevant addenda) between Corporate Express Inc. and Webmethods Inc. dated 30 August 2000 together with the professional services agreements between Corporate Express Inc. and Webmethods Inc dated August 2000;
Winpac shall have the meaning set out in clause 1.1 of the schedule headed Approvals.
(2) Any express or implied reference to an enactment (which includes
_____________
dt 1462997
;
| |
| Subscribers | 2007 |
American Depositary Shares
American Depositary Shares (58K)
Doc #2806876: This document is immediately available for purchase, but does not have a preview available for viewing.
2806876
| | |
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Subscribers | 2005 |
Articles of Association
Articles of Association (91K)
Doc #439145: Click preview link for longer preview.
41936-00177
ARTICLES OF ASSOCIATION of
Buhrmann N.V.
having its official seat in Maastricht
1 April 2005
Office translation of the complete text of the Articles of Association of Buhrmann N.V., having its official seat in Maastricht, as they read after the deed of amendment executed on 1 April 2005 before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial Statement of No objections was granted on 30 March 2005, under number NV 2293.
In preparing the attached document, . . .
439145
|
Buhrmann
As referenced in this Articles of Association:
Buhrmann N –
EX-1.1 2 a2160430zex-1_1.htm EXHIBIT 1.1
Exhibit 1.1
41936-00177
ARTICLES OF ASSOCIATION of
Buhrmann N .V.
having its official seat in Maastricht
1 April 2005
Office translation of the complete text of the Articles of Association of Buhrmann N.V., having its official seat
_____________
Buhrmann N – 41936-00177
ARTICLES OF ASSOCIATION of
Buhrmann N.V.
having its official seat in Maastricht
1 April 2005
Office translation of the complete text of the Articles of Association of Buhrmann N .V., having its official seat in Maastricht, as they read after the deed of amendment executed on 1 April 2005 before G.W.Ch. Visser, civil law notary in
_____________
Buhrmann N – time referred to in article 5, paragraph 2, of these articles of association.
CHAPTER II.
Name, seat, objects.
Article 2. Name and seat.
1. The name of the company is:
Buhrmann N .V..
2. The official seat of the company is in Maastricht.
Article 3. Objects.
The objects of the company are to participate in, to manage, to finance and to
_____________
dt 1542230
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Subscribers | 2004 |
Articles of Association
Articles of Association (114K)
Doc #439676: Click preview link for longer preview.
GV/AG/41936-00168
ARTICLES OF ASSOCIATION of
Buhrmann N.V.,
with its official seat in Maastricht.
6 May 2004.
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment executed on 6 May 2004 before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial statement of no objections was granted on 6 May 2004, under number NV 2293.
In preparing the attached document, an attempt has been made to translate . . .
439676
|
Buhrmann
As referenced in this Articles of Association:
Buhrmann N –
EX-1.1 2 a2138112zex-1_1.htm EXHIBIT 1.1
Exhibit 1.1
GV/AG/41936-00168
ARTICLES OF ASSOCIATION of
Buhrmann N .V.,
with its official seat in Maastricht.
6 May 2004.
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat
_____________
Buhrmann N – 41936-00168
ARTICLES OF ASSOCIATION of
Buhrmann N.V.,
with its official seat in Maastricht.
6 May 2004.
Office translation of the complete text of the Articles of Association of Buhrmann N .V., with its official seat in Maastricht, as they read after the deed of amendment executed on 6 May 2004 before G.W.Ch. Visser, civil law notary in
_____________
Buhrmann N – time referred to in article 5, paragraph 2, of these articles of association.
CHAPTER II.
Name, seat, objects.
Article 2. Name and seat.
1. The name of the company is:
Buhrmann N .V..
2. The official seat of the company is in Maastricht.
Article 3. Objects.
The objects of the company are to participate in, to manage, to finance and to
_____________
dt 1542241
;
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – shall be entitled to the share premium reserve C in the equivalent Euro amount of United States dollars at the average of the Dollar/ Euro exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470901
;
|
 ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – shall be entitled to the share premium reserve C in the equivalent Euro amount of United States dollars at the average of the Dollar/ Euro exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470901
|
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Subscribers | 2004 |
Articles of Association
Articles of Association (108K)
Doc #439704: Click preview link for longer preview.
Articles of Association of
Buhrmann NV
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment executed on 6 May 2004 before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial statement of no objections was granted on 6 May 2004, under number NV 2293.
In preparing the attached document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. . . .
439704
|
Buhrmann
As referenced in this Articles of Association:
Buhrmann N –
EX-2 3 a04-6132_1ex2.htm EX-2
Exhibit 2
Articles of Association of
Buhrmann N V
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment
_____________
Buhrmann N –
EX-2 3 a04-6132_1ex2.htm EX-2
Exhibit 2
Articles of Association of
Buhrmann NV
Office translation of the complete text of the Articles of Association of Buhrmann N .V., with its official seat in Maastricht, as they read after the deed of amendment executed on 6 May 2004 before G.W.Ch. Visser, civil law notary in
_____________
Buhrmann N – time referred to in article 5, paragraph 2, of these articles of association.
CHAPTER II.
Name, seat, objects.
Article 2. Name and seat.
1. The name of the company is:
Buhrmann N .V..
2. The official seat of the company is in Maastricht.
Article 3. Objects.
The objects of the company are to participate in, to manage, to finance and to
_____________
dt 1542242
;
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – shall be entitled to the share premium reserve C in the equivalent Euro amount of United States dollars at the average of the Dollar/Euro exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470902
;
|
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – shall be entitled to the share premium reserve C in the equivalent Euro amount of United States dollars at the average of the Dollar/Euro exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470902
|
| Preview
Subscribers | 2003 |
Articles of Association
Articles of Association (114K)
Doc #439764: Click preview link for longer preview.
ARTICLES OF ASSOCIATION OF
Buhrmann N.V.
with official seat in Maastricht
4 July 2002
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment executed on 4 July 2002 before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial Statement of No Objections was granted on 4 June 2002, under number NV 2293.
In preparing the attached document, an attempt has been made . . .
439764
|
Buhrmann
As referenced in this Articles of Association:
Buhrmann N –
EX-1.1 3 j2307_ex1d1.htm EX-1.1
Exhibit 1.1
ARTICLES OF ASSOCIATION OF
Buhrmann N .V.
with official seat in Maastricht
4 July 2002
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in
_____________
Buhrmann N – Exhibit 1.1
ARTICLES OF ASSOCIATION OF
Buhrmann N.V.
with official seat in Maastricht
4 July 2002
Office translation of the complete text of the Articles of Association of Buhrmann N .V., with its official seat in Maastricht, as they read after the deed of amendment executed on 4 July 2002 before G.W.Ch. Visser, civil law notary in
_____________
Buhrmann N – time referred to in article 5, paragraph 2, of these articles of association.
CHAPTER II.
Name, seat, objects.
Article 2. Name and seat.
1. The name of the company is:
Buhrmann N .V..
2. The official seat of the company is in Maastricht.
Article 3. Objects.
The objects of the company are to participate in, to manage, to finance and to
_____________
dt 1542243
;
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – be entitled to the share premium reserve C in the equivalent Dutch guilder amount of United States dollars at the average of the Dollar/Guilder exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470903
;
|
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – be entitled to the share premium reserve C in the equivalent Dutch guilder amount of United States dollars at the average of the Dollar/Guilder exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470903
|
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Subscribers | 2001 |
Articles of Association
Articles of Association (109K)
Doc #439851: Click preview link for longer preview.
ARTICLES OF ASSOCIATION OF
Buhrmann N.V.
with official seat in Maastricht
12 June 2001
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment executed on 12 June 2001 before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial Statement of No objections was granted on 3 May 2001, under number N.V. 2293.
In preparing the attached document, an attempt has been made to translate as literally as possible without jeopardizing the overall . . .
439851
|
Buhrmann
As referenced in this Articles of Association:
Buhrmann N – Prepared by MERRILL CORPORATION
EX-1.1 2 a2052380zex-1_1.htm EXHIBIT 1.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 1.1
ARTICLES OF ASSOCIATION OF
Buhrmann N .V.
with official seat in Maastricht
12 June 2001
Office translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in
_____________
Buhrmann N – Exhibit 1.1
ARTICLES OF ASSOCIATION OF
Buhrmann N.V.
with official seat in Maastricht
12 June 2001
Office translation of the complete text of the Articles of Association of Buhrmann N .V., with its official seat in Maastricht, as they read after the deed of amendment executed on 12 June 2001 before G.W.Ch. Visser, civil law notary in
_____________
Buhrmann N – time referred to in article 5, paragraph 2, of these articles of association.
CHAPTER II.
Name, seat, objects.
Article 2. Name and seat.
1.
The name of the company is:
Buhrmann N .V..
2.
The official seat of the company is in Maastricht.
Article 3. Objects.
The objects of the company are to participate in, to manage, to finance and to
_____________
Buhrmann N – Upon issuing duplicates the original documents shall be deemed worthless vis--vis the company. The new document shall clearly state that it is a duplicate.
QuickLinks
ARTICLES OF ASSOCIATION OF Buhrmann N .V. with official seat in Maastricht 12 June 2001
_____________
dt 1542244
;
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – be entitled to the share premium reserve C in the equivalent Dutch guilder amount of United States dollars at the average of the Dollar/Guilder exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470904
;
|
ABN AMRO Bank
As referenced in this Articles of Association:
ABN AMRO Bank N.V. – be entitled to the share premium reserve C in the equivalent Dutch guilder amount of United States dollars at the average of the Dollar/Guilder exchange rate as published by ABN AMRO Bank N.V. at the close of business in Amsterdam on each of the 10 business days prior to the above mentioned amendment of these articles of association, upon which conversion the preference
_____________
dt 1470904
|
| Subscribers | 2004 |
Articles of Incorporation
Articles of Incorporation (9K)
Doc #439494: This document is immediately available for purchase, but does not have a preview available for viewing.
439494
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Subscribers | 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (245K)
Doc #1684656: Click preview link for longer preview.
<DESCRIPTION>EX. 99
<TEXT>
<PAGE>
================================================================================
ASSET PURCHASE AGREEMENT
BY AND AMONG
CORPORATE EXPRESS OFFICE PRODUCTS, INC.
ATLANTIC ACQUISITION CORPORATION,
U.S. OFFICE PRODUCTS COMPANY
AND
THE VARIOUS USOP SUBSIDIARIES LISTED . . .
1684656
|
Buhrmann
As referenced in this Asset Purchase Agreement:
Buhrmann, N – other financing to be made by Purchaser in its sole and absolute
discretion.
(O) The consent of the banks and other financial institutions
required under the senior credit facility among Buhrmann, N .V. ("BUHRMANN") and
the various lenders parties to such credit facility shall have been obtained by
Buhrmann.
(P) Purchaser shall have received from each Seller an
affidavit, stating, under
_____________
dt 1682952
;
|
 Wilmer Cutler
As referenced in this Asset Purchase Agreement:
Wilmer, Cutler – Agreement, the Ancillary
Agreements and each Collateral Agreement to which it is a party and the other
documents to be delivered hereunder.
(F) USOP shall have delivered the opinion of Wilmer, Cutler &
Pickering, counsel to USOP, in form and substance reasonably acceptable to the
Parent.
(G) Parent shall have received a copy of the Escrow Agreement
executed by USOP and
_____________
Wilmer, Cutler – A) if to the Sellers:
U.S. Office Products Company
1025 Thomas Jefferson Street, NW
Washington, DC 20007
ATTENTION: Mark D. Director, Esq.
FACSIMILE: (202) 339-6767
with copies to:
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, DC 20037
ATTENTION: Thomas W. White, Esq.
FACSIMILE: (202) 663-6363
(B) if to Parent or Purchaser:
Corporate Express Office Products, Inc.
_____________
dt 1663887
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| Subscribers | 2004 |
Bylaws
Bylaws (32K)
Doc #439493: This document is immediately available for purchase, but does not have a preview available for viewing.
439493
| | |
| Subscribers | 2004 |
Bylaws
Bylaws (31K)
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439495
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Bylaws
Bylaws (32K)
Doc #439497: Click preview link for longer preview.
BY-LAWS
OF
BTOP USA CORP.
ARTICLE I
IDENTIFICATION
Section 1. Name. The name of the corporation is BTOP USA Corp. (the �Corporation�).
Section 2. . . .
439497
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Bylaws
Bylaws (21K)
Doc #439500: Click preview link for longer preview.
BY-LAWS
OF
BUHRMANN SWAPS, INC.
(herein called the �Corporation�)
ARTICLE I.
STOCKHOLDERS
Section 1.01 Annual Meeting. The Board of Directors by resolution shall designate the time, place and date (which shall be, in the case of the first annual meeting, not more than thirteen (13) months after the organization of the Corporation and, in the case of all other annual meetings, not more than thirteen (13) months after the date of the last annual meeting) . . .
439500
| | |
| Subscribers | 2004 |
Bylaws
Bylaws (30K)
Doc #439502: This document is immediately available for purchase, but does not have a preview available for viewing.
439502
| | |
| Subscribers | 2004 |
Bylaws
Bylaws (31K)
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439504
| | |
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Subscribers | 2004 |
Bylaws
Bylaws (50K)
Doc #439506: Click preview link for longer preview.
BY-LAWS
OF
CE PHILADELPHIA REAL ESTATE, INC.
A Delaware Corporation
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle. . . .
439506
| | |
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Bylaws
Bylaws (26K)
Doc #439508: Click preview link for longer preview.
HERMANN MARKETING, INC.
* * * * *
BY-LAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be located in St. Louis, Missouri.
Section 2. . . .
439508
| | |
| Subscribers | 2004 |
Bylaws
Bylaws (37K)
Doc #439510: This document is immediately available for purchase, but does not have a preview available for viewing.
439510
| | |
| Subscribers | 2004 |
Bylaws
Bylaws (29K)
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439512
| | |
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Subscribers | 2004 |
Bylaws
Bylaws (78K)
Doc #439514: Click preview link for longer preview.
BYLAWS
OF
CORPORATE EXPRESS, INC.
ARTICLE I
OFFICES AND AGENTS
1. Principal Office. The principal office of the Corporation shall be located in Broomfield, Colorado, or elsewhere within or without the State of Colorado, as may be subsequently designated by the Board of Directors. The Corporation may . . .
439514
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