Complete Records. All of AGC's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN in connection xxxxxxth, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGC, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGC's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC can continue to be so conducted after completion of the transaction contemplated hereby, with AGC as a wholly owned subsidiary of TALLMAN. (m)
Appears in 6 contracts
Samples: Acquisition Agrement Agreement (Regen Environmental Inc), Acquisition Agrement (Regen Environmental Inc), Acquisition Agrement Agreement (Regan Environmental Inc)
Complete Records. All of AGCCI4NET's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN LCI in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC CI4NET in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCCI4NET, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCCI4NET's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC CI4NET or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC CI4NET can continue to be so conducted after completion of the transaction contemplated hereby, with AGC CI4NET as a wholly owned subsidiary of TALLMANLCI. (m)
Appears in 2 contracts
Samples: Acquisition Agreement (Leisure Concepts International Inc), Merger Agreement (Ci4net Com Inc)
Complete Records. All of AGCBIOENVISION's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN ASCOT in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC BIOENVISION in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCBIOENVISION, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCBIOENVISION's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC BIOENVISION or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC BIOENVISION can continue to be so conducted after completion of the transaction contemplated hereby, with AGC BIOENVISION as a wholly owned subsidiary of TALLMANASCOT (m) Concepts and Approvals: Compliance with Laws Neither BIOENVISION nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of BIOENVISION has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (mn) Access to Books and Records ASCOT will have full and free access to BIOENVISION's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. 4. Warranties, representations and Covenants of ASCOT In order to induce the SELLERS and BIOENVISION to enter into this Agreement and to complete the transaction contemplated hereby, ASCOT warrant, represent and covenant to BIOENVISION and SELLERS that : (a) Organization and Standing ASCOT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, will be qualified to do business as a foreign corporation in every other state and jurisdiction in which it operates to the extent required by the laws of such states or jurisdictions, and will have full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. ASCOT has no subsidiaries or any other investments or ownership interests in any corporation, partnership, joint venture or other business enterprise. (b) Capitalization ASCOT's entire authorized equity capital consists of 25,000,000 shares of voting common stock, $0.001 par value. As of the Closing, after giving effect to (I) the proposed one-for-15 reverse split of ASCOT's 3,450,000 currently outstanding shares into 230,000 shares; and (II) the issuance of 7,013,897 post-reverse split shares to the SELLERS as described in Exhibit A/A1 herein; Hereof, ASCOT will have authorised 25,000,000 shares of common stock and have issued and outstanding a maximum of 7,243,897 shares of voting common stock, $0.001 par value and no shares of preferred stock issued as at closing. Upon issuance, all of the ASCOT Common Stock will be validly issued, fully paid and non-assessable. The relative rights and preferences of ASCOT's equity securities are set forth on the Certificate of Incorporation, as amended and ASCOT's By-laws (Exhibit "H" hereto). There are no other voting or equity securities authorized or issued, not any authorized or issued securities convertible into voting stock, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which ASCOT is bound, calling for the issuance of any additional shares of common stock or any other voting or equity security. The By-laws of ASCOT provide that a simple majority of the shares voting at a stock holders' meeting at which a quorum is present may elect all of the directors of ASCOT. Cumulative voting is not provided for by the By-Laws or Certificate of Incorporation of ASCOT. Accordingly, as of the Closing the 7,013,897 shares being issued to and acquired by the SELLERS will constitute 98% of the 7,243,897 shares of ASCOT, the right to receive dividends, when, as and if declared and paid, and the right to receive the proceeds of liquidation attributable to common stock, if any. (c) Ownership of Shares By ASCOT's issuance of the ASCOT Common Shares to the SELLERS pursuant to this Agreement, the SELLERS will thereby acquire good, absolute marketable title thereto, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that such ASCOT shares will not have been registered under the 33 Act, or any applicable state securities laws. (d) Significant Agreements ASCOT is not and will not at Closing be bound by any of the following: (i) Employment, advisory or consulting contract (except as described in Section 12 herein). (ii) Plan providing for employee benefits of any nature. (iii) Lease with respect to any property or equipment. (iv) Contract of commitments for any current expanditure. (v) Contract or commitment pursuant to which it has assumed, guaranteed, endorsed or otherwise become liable for any obligation of any other person, firm or organization. (vi) Contract, agreement, understanding, commitment or arrangement either than in the normal course of business, not set forth in the Agreement or an Exhibit hereto. (vii) Agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery of payment of securities when due, and which remains unsettled upon the date of this Agreement. (e) Taxes ASCOT has filed all federal, state and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid all taxes as shown on such returns. All of such returns are true and complete. ASCOT's income tax returns have never been audited by say authority empowered to do so. (f) Absence of Liabilities As of the Closing Date ASCOT will have no liabilities of any kind or nature, fixed or contingent, except for the costs, including legal and accounting fees and other expenses, in connection with this transaction, for which ASCOT agrees to be responsible and to pay in full at or before the Closing. (g)No Pending Actions To the best of management's knowledge, there are no legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened against or affecting ASCOT, or against any of the ASCOT MANAGEMENT and arising out of their operation of ASCOT. ASCOT has been in compliance with, and has not received notice of violation of any law, ordinance of any kind whatever, including, but not limited to, the 33 Act, the Rules and Regulations of the SEC, or the Securities Laws and Regulations of any sale. ASCOT is not an investment company as defined in, or otherwise subject to regulation under, the Investment Company Act of 1940. ASCOT is not required to file reports pursuant to either Section 13 or Section 15 (d) of the 34 Act. (h)Corporate Records All of ASCOT's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date complete and reflect accurately and fairly the conduct of its business in all respects since its date of incorporation; all of said books and records will be made available for inspection by BIOENVISION's authorized representatives prior to the Closing as provided by Section 4(I) herein, and will be delivered to ASCOT's new management at the Closing. (i)No Misleading Statements or Omissions Neither this agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to BIOENVISION in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (j)Validity of this Agreement All corporate and other proceedings required to be taken by ASCOT in order to enter into and to carry out this Agreement will have been duly and properly taken at or before the Closing. This Agreement has been duly executed by ASCOT, constitutes a valid and binding obligation of ASCOT enforceable in accordance with its terms. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate, ASCOT's Certificate of Incorporation or By-Laws, or any agreement, lease, mortgage, bond, indenture, license or other document or undertaking, oral or written, to which ASCOT is a party or is bound or may be affected nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, writ, injunction or decree of any court, regulatory agency or other governmental body. (k)Consents and Approvals, Compliance with Laws Except for the notices to be filed as described in Section 7(a)(v) herein, neither BIOENVISION nor MANAGEMENT is required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of ASCOT has been operated in compliance with all laws, rules and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (l)Access to Books and Records BIOENVISION and SELLERS will have full and free access to BIOENVISION's books and records during the course of this transaction prior to and at the Closing on reasonable notice. (m)ASCOT Financial Condition As of the Closing, ASCOT will have no assets or liabilities, except as disclosed in financial statements. (n)Directors and Shareholders Approval As of the Closing, ASCOT's Board of Directors and Shareholders, by meeting or consent shall have properly authorized the matters described in section 7(a)(iv)herein. (o)The ASCOT Shares All of the ASCOT Common Shares issued to SELLERS shall be validly issued, fully- paid non-assessable shares of ASCOT Common Stock, with full voting rights, dividend rights, and right to receive the proceeds of liquidation , if any, as set forth in ASCOT's Certificate of Incorporation. 5.
Appears in 2 contracts
Samples: Acquisition Agreement Agreement (Bioenvision Inc), Acquisition Agreement Agreement (Bioenvision Inc)
Complete Records. All of AGCMSK 's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (kj) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN CI4NET in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (lk) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC MSK in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCMSK , and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCMSK 's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC MSK or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC MSK can continue to be so conducted after completion of the transaction contemplated hereby, with AGC MSK as a wholly owned subsidiary of TALLMANCI4NET. (ml)
Appears in 1 contract
Complete Records. All of AGCCMAC's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN MMI in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC CMAC in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCCMAC, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCCMAC's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC CMAC or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC CMAC can continue to be so conducted after completion of the transaction contemplated hereby, with AGC CMAC as a wholly owned subsidiary of TALLMANMMI. (m)
Appears in 1 contract
Complete Records. All of AGCWHL 's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN CI4NET in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC WHL in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCWHL , and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCWHL 's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC WHL or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC WHL can continue to be so conducted after completion of the transaction contemplated hereby, with AGC WHL as a wholly owned subsidiary of TALLMANCI4NET. (m)) Concepts and Approvals: Compliance with Laws Neither WHL nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of WHL has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (n) Access to Books and Records CI4NET will have full and free access to WHL 's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. 4. Warranties, representations and Covenants of CI4NET AND MANAGEMENT OF CI4NET ("MANAGEMENT") In order to induce the SELLERS and WHL to enter into this Agreement and to complete the transaction contemplated hereby, CI4NET AND MANAGEMENT jointly and severally warrant, represent and covenant to WHL and SELLERS that :
Appears in 1 contract
Complete Records. All of AGCMSK 's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-to- date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN CI4NET in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC MSK in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCMSK , and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCMSK 's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC MSK or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC MSK can continue to be so conducted after completion of the transaction contemplated hereby, with AGC MSK as a wholly owned subsidiary of TALLMANCI4NET. (m)
Appears in 1 contract
Samples: Acquisition Agreement (Leisure Concepts International Inc)
Complete Records. All of AGCEPADG 's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN AMAC in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC EPADG in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCEPADG , and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCEPADG 's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC EPADG or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC EPADG can continue to be so conducted after completion of the transaction contemplated hereby, with AGC EPADG as a wholly owned subsidiary of TALLMANAMAC. (m)
Appears in 1 contract
Complete Records. All of AGCBIOENVISION's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN ASCOT in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC BIOENVISION in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCBIOENVISION, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCBIOENVISION's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC BIOENVISION or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC BIOENVISION can continue to be so conducted after completion of the transaction contemplated hereby, with AGC BIOENVISION as a wholly owned subsidiary of TALLMANASCOT (m) Concepts and Approvals: Compliance with Laws Neither BIOENVISION nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of BIOENVISION has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (m)n) Access to Books and Records ASCOT will have full and free access to BIOENVISION's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. 4. Warranties, representations and Covenants of ASCOT In order to induce the SELLERS and BIOENVISION to enter into this Agreement and to complete the transaction contemplated hereby, ASCOT warrant, represent and covenant to BIOENVISION and SELLERS that :
Appears in 1 contract
Complete Records. All of AGCTHW 's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN CI4NET in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC THW in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCTHW, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited Inc by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCTHW 's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC THW or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC THW can continue to be so conducted after completion of the transaction contemplated hereby, with AGC THW as a wholly owned subsidiary of TALLMANCI4NET. (m)) Concepts and Approvals: Compliance with Laws Neither THW nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of THW has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (n) Access to Books and Records CI4NET will have full and free access to THW 's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. 4. Warranties, representations and Covenants of CI4NET AND MANAGEMENT OF CI4NET ("MANAGEMENT") In order to induce the SELLERS and THW to enter into this Agreement and to complete the transaction contemplated hereby, CI4NET AND MANAGEMENT jointly and severally warrant, represent and covenant to THW and SELLERS that :
Appears in 1 contract
Complete Records. All of AGCBIOENVISION's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation. (k) No Misleading Statements or Omissions Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to TALLMAN ASCOT in connection xxxxxxthherewith, contains any materially misleading statement or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (l) Validity of this Agreement All corporate and other proceedings required to be taken by the SELLERS and by AGC BIOENVISION in order to enter into and carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the SELLERS and by AGCBIOENVISION, and constitutes the valid and binding obligation of each of them, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms and conditions of, or constitute a default under or violate, AGCBIOENVISION's Certificate of Incorporation or By-Laws, or any material agreement, lease, mortgage, bond, indenture, license or other material document or undertaking, oral or written, to which AGC BIOENVISION or the SELLERS is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, with injunction or decree, of any court, regulatory agency or other governmental body; and the business now conducted by AGC BIOENVISION can continue to be so conducted after completion of the transaction contemplated hereby, with AGC BIOENVISION as a wholly owned subsidiary of TALLMANASCOT (m) Concepts and Approvals: Compliance with Laws Neither BIOENVISION nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of BIOENVISION has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (mn) Access to Books and Records ASCOT will have full and free access to BIOENVISION's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. 4. Warranties, representations and Covenants of ASCOT In order to induce the SELLERS and BIOENVISION to enter into this Agreement and to complete the transaction contemplated hereby, ASCOT warrant, represent and covenant to BIOENVISION and SELLERS that : (a) Organization and Standing ASCOT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, will be qualified to do business as a foreign corporation in every other state and jurisdiction in which it operates to the extent required by the laws of such states or jurisdictions, and will have full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. ASCOT has no subsidiaries or any other investments or ownership interests in any corporation, partnership, joint venture or other business enterprise. (b) Capitalization ASCOT's entire authorized equity capital consists of 25,000,000 shares of voting common stock, $0.01 par value. As of the Closing, after giving effect to (I) the proposed one-for-15 reverse split of ASCOT's 3,450,000 currently outstanding shares into 230,000 shares; and (II) the issuance of 7,013,897 post-reverse split shares to the SELLERS as described in Exhibit A/A1 herein; Hereof, ASCOT will have authorised 25,000,000 shares of common stock and have issued and outstanding a maximum of 7,243,897 shares of voting common stock, $0.01 par value and no shares of preferred stock issued as at closing. Upon issuance, all of the ASCOT Common Stock will be validly issued, fully paid and non-assessable. The relative rights and preferences of ASCOT's equity securities are set forth on the Certificate of Incorporation, as amended and ASCOT's By-laws (Exhibit "H" hereto). There are no other voting or equity securities authorized or issued, not any authorized or issued securities convertible into voting stock, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which ASCOT is bound, calling for the issuance of any additional shares of common stock or any other voting or equity security. The By-laws of ASCOT provide that a simple majority of the shares voting at a stock holders' meeting at which a quorum is present may elect all of the directors of ASCOT. Cumulative voting is not provided for by the By-Laws or Certificate of Incorporation of ASCOT. Accordingly, as of the Closing the 7,013,897 shares being issued to and acquired by the SELLERS will constitute 98% of the 7,243,897 shares of ASCOT, the right to receive dividends, when, as and if declared and paid, and the right to receive the proceeds of liquidation attributable to common stock, if any. (c) Ownership of Shares By ASCOT's issuance of the ASCOT Common Shares to the SELLERS pursuant to this Agreement, the SELLERS will thereby acquire good, absolute marketable title thereto, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that such ASCOT shares will not have been registered under the 33 Act, or any applicable state securities laws. (d) Significant Agreements ASCOT is not and will not at Closing be bound by any of the following: (i) Employment, advisory or consulting contract (except as described in Section 12 herein). (ii) Plan providing for employee benefits of any nature. (iii) Lease with respect to any property or equipment. (iv) Contract of commitments for any current expanditure. (v) Contract or commitment pursuant to which it has assumed, guaranteed, endorsed or otherwise become liable for any obligation of any other person, firm or organization. (vi) Contract, agreement, understanding, commitment or arrangement either than in the normal course of business, not set forth in the Agreement or an Exhibit hereto. (vii) Agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery of payment of securities when due, and which remains unsettled upon the date of this Agreement. (e) Taxes ASCOT has filed all federal, state and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid all taxes as shown on such returns. All of such returns are true and complete. ASCOT's income tax returns have never been audited by say authority empowered to do so. (f) Absence of Liabilities As of the Closing Date ASCOT will have no liabilities of any kind or nature, fixed or contingent, except for the costs, including legal and accounting fees and other expenses, in connection with this transaction, for which ASCOT agrees to be responsible and to pay in full at or before the Closing. (g)No Pending Actions To the best of management's knowledge, there are no legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened against or affecting ASCOT, or against any of the ASCOT MANAGEMENT and arising out of their operation of ASCOT. ASCOT has been in compliance with, and has not received notice of violation of any law, ordinance of any kind whatever, including, but not limited to, the 33 Act, the Rules and Regulations of the SEC, or the Securities Laws and Regulations of any sale. ASCOT is not an investment company as defined in, or otherwise subject to regulation under, the Investment Company Act of 1940. ASCOT is not required to file reports pursuant to either Section 13 or Section 15 (d) of the 34 Act. (h)Corporate Records All of ASCOT's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date complete and reflect accurately and fairly the conduct of its business in all respects since its date of incorporation; all of said books and records will be made available for inspection by BIOENVISION's authorized representatives prior to the Closing as provided by Section 4(I) herein, and will be delivered to ASCOT's new management at the Closing. (i)No Misleading Statements or Omissions Neither this agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to BIOENVISION in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. (j)Validity of this Agreement All corporate and other proceedings required to be taken by ASCOT in order to enter into and to carry out this Agreement will have been duly and properly taken at or before the Closing. This Agreement has been duly executed by ASCOT, constitutes a valid and binding obligation of ASCOT enforceable in accordance with its terms. The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate, ASCOT's Certificate of Incorporation or By-Laws, or any agreement, lease, mortgage, bond, indenture, license or other document or undertaking, oral or written, to which ASCOT is a party or is bound or may be affected nor will such execution, delivery and carrying out violate any law, rule or regulation or any order, writ, injunction or decree of any court, regulatory agency or other governmental body. (k)Consents and Approvals, Compliance with Laws Except for the notices to be filed as described in Section 7(a)(v) herein, neither BIOENVISION nor MANAGEMENT is required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of ASCOT has been operated in compliance with all laws, rules and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (l)Access to Books and Records BIOENVISION and SELLERS will have full and free access to BIOENVISION's books and records during the course of this transaction prior to and at the Closing on reasonable notice. (m)ASCOT Financial Condition As of the Closing, ASCOT will have no assets or liabilities, except as disclosed in financial statements. (n)Directors and Shareholders Approval As of the Closing, ASCOT's Board of Directors and Shareholders, by meeting or consent shall have properly authorized the matters described in section 7(a)(iv)herein. (o)The ASCOT Shares All of the ASCOT Common Shares issued to SELLERS shall be validly issued, fully-paid non-assessable shares of ASCOT Common Stock, with full voting rights, dividend rights, and right to receive the proceeds of liquidation , if any, as set forth in ASCOT's Certificate of Incorporation. 5.
Appears in 1 contract
