At and subsequent to the Closing. (a) Promptly following the Closing, but in no event later than four (4) business days following the Closing, TEEE and Surviving Company will file the Current Report on Form 8-K with respect to the consummation of the Merger as required by applicable law.
(b) From and after the Closing Date, TEEE shall not take, nor cause the Surviving Company or any affiliate of TEEE to take, any actions that would cause the Merger not to be a tax-free reorganization under Section 368 of the Internal Revenue Code.
At and subsequent to the Closing. (a) The closing (“Closing” or “Closing Date”) of the transactions contemplated by this Agreement shall occur following completion of the conditions set forth in this Agreement. The Closing shall take place at a mutually agreeable time and place and is anticipated to close by no later than June 1, 2013. At the Closing, Xxxxxx & Xxxxxx, LLC shall release from escrow letters of resignation and the Forever Valuable Board Resolutions effectuating the election of individuals selected by AEGEA to the Board of Directors.
(b) At the Closing, Xxxxxx & Xxxxxx, LLC shall deliver the Escrowed Forever Valuable Shares to the AEGEA Members and the Energis Members.
(c) At the Closing, the existing officers of Forever Valuable shall resign and be replaced by those officers appointed by the new Board of Directors.
(d) On or before the Closing, Forever Valuable will have changed it's name to AEGEA, Inc.
(e) Within four business days subsequent to the Closing, Forever Valuable will file the Form 8-K required for the transactions contemplated by this Agreement.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx Law Group shall release from escrow letters of resignation and the TRULI INC. Board Resolutions effectuating the election of Xxxxxxx Xxx Xxxxxxx to the Board of Directors.
(b) At the Closing, Xxxxxx Law Group shall deliver the Escrowed TRULI INC. Shares to Truli LLC for delivery to members of Truli LLC and to Solomon Trust.
(c) At the Closing, Xxxxxx Law Group shall deliver the Escrowed Truli LLC Shares to TRULI INC.
(d) At the Closing, the existing officers of TRULI INC. shall resign and be replaced by those officers appointed by the new Board of Directors.
(e) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx shall release from escrow letters of resignation and the American First Board resolutions effectuating the election of Xxxxx Xxxxxxx, and Xxxxxxx XxXxxxx to the Board.
(b) At the Closing, Lanham shall deliver the Escrowed American First Shares to Greenflag for delivery to owners of Greenflag.
(c) At the Closing, Xxxxxx shall deliver the Escrowed Greenflag Shares to American First.
(d) At the Closing, the existing officers of American First shall resign and be replaced by those officers appointed by the new Board identified in 4(a) above.
(e) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx Law Group shall release from escrow letters of resignation and the Stalar Board Resolutions effectuating the election of a designee of LCTI to the Board of Directors.
(b) At the Closing, Xxxxxx Law Group shall deliver the Escrowed Stalar Shares to LCTI and to Entropy Partners LLC.
(c) At the Closing, Xxxxxx Law Group shall deliver the Escrowed LCTI Shares to Stalar.
(d) At the Closing, the existing officers of Stalar shall resign and be replaced by those officers appointed by the new Board of Directors.
(e) At the Closing, Fox and Entropy Partners will enter into a lockup agreement in the form attached as Exhibit A hereto.
(f) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
(g) Immediately subsequent to the Closing, Stalar as combined with LCTI-Wyoming shall file an S-1 registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant to which the remaining shares of common stock held by Fox shall be registered, the New Stalar Entropy Shares shall be registered and the Transferred Stalar Entropy Shares shall be registered.
(h) Upon effectiveness of the S-1 Registration Statement, Fox shall cooperate with Stalar/LCTI-Wyoming to cause the common stock of Stalar to be listed for trading with FINRA through an appropriate market maker, including without limitation the completion and filing of an application on Form 211 with the OTC Markets Group for listing the stock for trading.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx & Xxxxxx shall release from escrow letters of resignation and the First American Board Resolutions effectuating the election of Xxxxxxx Xxxxxxxxx to the Board of Directors as the only Board Member.
(b) At the Closing, Xxxxxx & Xxxxxx shall deliver the Escrowed WTTJ Shares to American First for delivery to owners of American First.
(c) At the Closing, Lanham & Lanham shall deliver the Escrowed American First Shares to WTTJ.
(d) At the Closing, the existing officers of WTTJ shall resign and be replaced by those officers appointed by the new Board of Directors identified in 4(a) above.
(e) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx & Xxxxxx shall release from escrow letters of resignation and the Vidable Board Resolutions effectuating the election of Xxxx Xxxxxxxx to the Board of Directors as the only Board Member.
(b) At the Closing, Xxxxxx & Xxxxxx shall deliver the Escrowed Vidable Shares to New VIBE for delivery to owners of New VIBE.
(c) At the Closing, Xxxxxx & Xxxxxx shall deliver the Escrowed New VIBE Shares to Vidable.
(d) At the Closing, the existing officers of Vidable shall resign and be replaced by those officers appointed by the new Board of Directors identified in 4(a) above.
(e) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
(g) The combined public entity shall have raised twenty six thousand US dollars ($26,000.00) in the form of a loan ("Loan") on or before April 10, 2015. Said Loan shall be used to fund RM Fresh Brands, Inc.
(h) Said Loan is hereby acknowledged and adopted by Vidable.
At and subsequent to the Closing. (a) At the Closing, the TEEE shares shall be delivered to PharmHouse or its designees on behalf of PharmHouse members, less the Escrow Shares, which shall be delivered to the Escrow Agent to be held in escrow pursuant to the Escrow Agreement.
(b) At the Closing, the Escrow Agent shall deliver the Escrowed PharmHouse Interests to TEEE.
(c) Immediately subsequent to the Closing, the existing officers of TEEE shall resign and be replaced by those officers appointed by the board of directors of TEEE.
(d) Immediately subsequent to the Closing, the combined entities will file the Current Report on Form 8-K with respect to the consummation of the Transactions.
At and subsequent to the Closing. (a) At the Closing, Xxxxxx & Xxxxxx shall release from escrow letters of resignation and the Vacation Board Resolutions effectuating the election of Xxxx Xxxxxxx to the Board of Directors as the only Board Member.
(b) At the Closing, Xxxxxx & Xxxxxx shall deliver the Escrowed Vacation Shares to R3 TECH for delivery to owners of R3 TECH.
(c) At the Closing, Xxxxxx & Xxxxxx shall deliver the Escrowed R3 Tech Assets to Vacation.
(d) At the Closing, the existing officers of Vacation shall resign and be replaced by those officers appointed by the new Board of Directors identified in 4(a) above.
(e) Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.
(g) Said Loan is hereby acknowledged and adopted by Vacation.
At and subsequent to the Closing. (a) Upon closing of the EPS – EVGI Transaction, the Escrow Agent shall deliver the Escrowed Shares in accordance with the instructions of Ryze, Adobe and Summit.
