Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing: (a) The representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing; (c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority; (d) Since the Reverse Merger no event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror; (e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders; (f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date; (g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing; (h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and (i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
Appears in 2 contracts
Samples: Share Exchange Agreement (Actinium Pharmaceuticals, Inc.), Share Exchange Agreement (Cactus Ventures, Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders Shareholder to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree ShareholdersShareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders Shareholder in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders Shareholder to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree ShareholdersShareholder;
(f) Acquiror All of the conditions to the closing of the Offering, other than the condition that the Closing hereunder shall have filed occurred, shall have been satisfied or waived;
(g) Acquiree and the Acquiree Shareholder shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholder in their sole and absolute discretion; and
(h) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all reports certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be filed by it under reasonably satisfactory in form and substance to the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, Acquiree and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;Acquiree Shareholder.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, and the Acquiree Shareholders Members to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree ShareholdersMembers, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders Members in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders Members to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, the Parent and Acquiree ShareholdersMembers;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing DateDate including the Form 10-Q for the period ended December 31, 2012 and any Section 16 form required to be made to be compliant with Section 16;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree and the Acquiree Members a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(u), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholder shall have delivered to the Acquiree and the Acquiree Members a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.2(a) and Section 9.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Members (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Members a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Members a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall not have been suspended delivered to the Acquiree and the Acquiree Members such pay-off letters and releases relating to Liabilities of the Acquiror as the Acquiree shall request;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Members duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Members a duly executed release by the SEC current directors, officers and 10% or any trading market (except for any suspensions greater stockholders of trading the Acquiror and from such former directors, officers and 10% or greater stockholders of not more than one trading day solely to permit dissemination the Acquiror as the Acquiree and the Acquiree Members shall reasonably request, in favor of material information regarding the Acquiror, the Acquiree and the Acquiree Members;
(p) at any time since Acquiror shall have delivered to the date Acquiree and the Acquiree Members resolutions of execution the Acquiror’s board of this Agreementdirectors (i) appointing Xxxxx Xxx to serve as Secretary; (ii) appointing Xxxxx Xxxxxxxxx to serve as Treasurer; and (iii) appointing Xxxx Xxxxxxx to serve as President; and (iv) nominating Xxxxxx Xxxxxxx, Xxxxx Xxx, Xxxxx Xxxxxxxxx, and Xxxx Xxxxxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing;
(q) Execution of the Cancellation Agreement by and between Acquiror and Acquiror Principal Shareholder, pursuant to which the 10,000,000 shares of common stock of the Acquiror Common Stock held by Acquiror Principal Shareholder shall be cancelled at or prior to the Closing and that certain assets and liabilities of the Acquiror shall be assigned or transferred to the Acquiror Principal Shareholder;
(r) Acquiror shall cause its legal counsel to deliver a legal opinion reasonable acceptable to Acquiree;
(s) Acquiree and the Acquiree Members shall have been at all times since such date listed for trading on a trading marketcompleted their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Members in their sole and absolute discretion; and
(it) All actions to be taken by the Acquiror shall have maintained and the eligibility Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Members.
(u) Certificates representing the new shares of Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as issued to why such eligibility shall not continue immediately following the Closing;Shareholders set forth on Exhibit A.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “"material” " and “"Material Adverse Effect,” " in which case the Acquiror Principal Shareholders and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have filed its Form 10-Q for the period ended March 31, 2014, and such filing shall comply in all material respects with the rules and regulations of the SEC;
(h) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(hi) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(ij) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(k) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror, as of the Closing; Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(m), inclusive, relating to the Acquiror;
Appears in 1 contract
Samples: Share Exchange Agreement (Nac Global Technologies, Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(i), inclusive, relating to the Acquiror;
(i) The Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by the Acquiror’s principal shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to the Acquiror;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(m) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(n) Acquiror shall not have been suspended by delivered to the SEC or any trading market (except for any suspensions Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, Acquiror and the Acquiror Common Stock Subsidiary as the Acquiree shall request;
(o) Acquiror shall have been at delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all times since of the directors and officers of the Acquiror, effective as of the Closing;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the current directors, officers and 10% or greater stockholders of the Acquiror and from such date listed for trading on former directors, officers and 10% or greater stockholders of the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of the Acquiror, the Acquiree and the Acquiree Shareholders;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxxx Xxxxxxx to serve as a trading marketmember of the Acquiror’s board of directors; (ii) nominating Xxxxx Xxxxxxx to serve as Chairman of the Acquiror Board,; (iii) appointing Xxxxx Xxxxxxx to serve as Chief Executive Officer of the Acquiror, effective as of the Closing;
(r) Acquiror shall have delivered the Schedule 14(f) Filing to the Acquiree to be filed with the SEC by the Acquiror after the Closing;
(s) Acquiror shall have delivered the Qualified Share Registry to the Acquiree and the Acquiree Shareholders;
(t) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(iu) All actions to be taken by the Acquiror shall have maintained the eligibility in connection with consummation of the Acquiror Common Stock for clearance transactions contemplated hereby and settlement through DTC all certificates, opinions, instruments, and no reason other documents required to effect the transactions contemplated hereby shall exist as be reasonably satisfactory in form and substance to why such eligibility shall not continue immediately following the Closing;Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, the Parent and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), except as set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule, of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(l), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholder shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.2(a) inclusive, relating to such Acquiror Principal Shareholder;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall not have been suspended delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to any Liabilities of the Acquiror, provided, however, that no pay-off letters and releases shall be delivered for the Liabilities set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the SEC current directors, officers and 10% or any trading market (except for any suspensions greater stockholders of trading the Acquiror and from such former directors, officers and 10% or greater stockholders of not more than one trading day solely to permit dissemination the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of material information regarding the Acquiror) at any time since , the date of execution of this Agreement, Acquiree and the Acquiree Shareholders;
(p) Acquiror Common Stock shall have been at all times since such date listed for trading on a trading marketdelivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxxx Emarlou to serve as Chief Executive Officer; (ii) appointing Xxxxx Emarlou to serve as Chief Financial Officer; (iii) nominating Xxxxx Emarlou to serve as Chairman of the Acquiror’s board of directors; and (iv) nominating Xxxxxx Xxxxxxx and an individual nominated by Xxxx Xxxxxxxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing;
(q) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(ir) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
(s) certificates representing the new shares of Acquiror Stock issued to the Shareholders set forth on Exhibit A.
(t) Acquiror shall have maintained delivered to the eligibility of Acquiree and the Acquiree Shareholders Lock-Up and Resale Restriction Agreements executed by Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;Shareholders.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree ShareholdersShareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror All of the conditions to the closing of the Offering, other than the condition that the Closing hereunder shall have filed occurred, shall have been satisfied or waived;
(g) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion;
(h) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all reports certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be filed by it under reasonably satisfactory in form and substance to the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, Acquiree and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading marketAcquiree Shareholder; and
(i) A management agreement by and between the Acquiree Shareholders and the Acquiree, dated as of the date of this Agreement, in substantially the form attached hereto as Exhibit B, (the “Management Agreement”) has been executed and approved by the Acquiror shall have maintained in writing, on or prior to the eligibility Closing Date, and any and all obligations of the Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist or Acquiree related thereto as at or prior to why such eligibility shall not continue immediately following the Closing;Closing Date have been waived or fulfilled.
Appears in 1 contract
Samples: Share Exchange Agreement (Legacy Ventures International Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, the Parent and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), except as set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule, of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(l), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholder shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.2(a) inclusive, relating to such Acquiror Principal Shareholder;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall not have been suspended delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to any Liabilities of the Acquiror, provided, however, that no pay-off letters and releases shall be delivered for the Liabilities set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the SEC current directors, officers and 10% or any trading market (except for any suspensions greater stockholders of trading the Acquiror and from such former directors, officers and 10% or greater stockholders of not more than one trading day solely to permit dissemination the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of material information regarding the Acquiror) at any time since , the date of execution of this Agreement, Acquiree and the Acquiree Shareholders;
(p) Acquiror Common Stock shall have been at all times since such date listed for trading on a trading marketdelivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxx Xxxxxx to serve as Chairman and Chief Executive Officer of the Acquiror’s board of directors; (ii) appointing Xxxx Xxxxxxxxx as President and Chief Operations Officer of the Acquiror’s board of directors; and (iii) nominating Xxxx Xxxxxxx, Xxxxx Xxxxx and Xxxx Xxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing;
(q) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(ir) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
(s) certificates, in a form set forth on Exhibit C, representing the new shares of Acquiror Stock issued to the Acquiree Shareholders described on Schedule I.
(t) Acquiror shall have maintained delivered to the eligibility Acquiree and the Acquiree Shareholders Lock-Up and Resale Restriction Agreements executed by Acquiror Principal Shareholder.
(u) On the Closing Date, Acquiror Principal Shareholder will have entered into a Spin Off Agreement in the forms annexed hereto as Exhibit B with Acquiror for the sale of the existing wholly owned subsidiary of the Acquiror in exchange for Acquiror Principal Shareholder’s shares of Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility of Acquiror. The Spin Off Agreement shall not continue immediately following close less than five (5) days from the Closing;Closing of this Agreement.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(d) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 8.2(a) through 8.2(c), inclusive, relating to the Acquiror;
(e) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(f) Acquiror shall have filed all reports delivered to the Acquiree and other documents required to be filed the Acquiree Shareholders a certificate duly executed by it under the U.S. federal securities laws through Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(g) Acquiror shall have maintained its status delivered to the Acquiree and the Acquiree Shareholders duly executed letter of resignation from Ms. Yankuan Li as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Acquiror’s Chief Financial Officer, Secretary and Chairman of the Board and no reason shall exist of Directors, effective as to why such status shall not continue immediately following of the Closing;
(h) Trading in Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xx. Xxxx Ming Xxx Xxxxxx to serve as Chief Financial Officer and Secretary; (ii) nominating Mr. Xxxx Xxx to serve as Chairman of the Acquiror’s board of directors; and (iv) nominating Xx. Xxxx Xxxx, Xx. Xxx Xxxxx Xx and Xx. Xxxx Ming Xxx Xxxxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing. Ms. Yankuan Li will remain President, Chief Executive Officer and a member of the board of directors;
(i) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock results thereof shall have been at all times since such date listed for trading on a trading marketbe satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(ij) All actions to be taken by the Acquiror shall have maintained the eligibility in connection with consummation of the Acquiror Common Stock for clearance transactions contemplated hereby and settlement through DTC all certificates, opinions, instruments, and no reason other documents required to effect the transactions contemplated hereby shall exist as be reasonably satisfactory in form and substance to why such eligibility shall not continue immediately following the Closing;Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Samples: Share Exchange Agreement (China Teletech Holding Inc)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholders and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have filed its Form 20-F for the period ended December 31, 2018 and such filing shall comply in all material respects with the rules and regulations of the SEC;
(h) Acquiror shall have maintained its status as a company whose Common Stock Ordinary Share is quoted on the Over-the-Counter Bulletin Board Nasdaq Capital Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(hi) Trading in the Acquiror Common Stock Ordinary Share shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock Ordinary Share shall have been at all times since such date listed for trading on a trading market; and;
(ij) Acquiror shall have maintained the eligibility of the Acquiror Common Stock Ordinary Share for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(k) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary, as of the Closing;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Ordinary Share immediately before the Closing;
(m) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(n) All actions to be taken by the Acquiror and the Acquiror Principal Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Samples: Share Exchange Agreement (Agm Group Holdings, Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders Members to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree ShareholdersMembers, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders Members in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholders and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders Members to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree ShareholdersMembers;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have filed its Form 10-K for the period ended September 30, 2011 and such filing shall comply in all material respects with the rules and regulations of the SEC;
(h) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(hi) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market;
(j) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary, as of the Closing;
(k) The Reorganization shall have been consummated;
(l) The Spin Out shall have been consummated;
(m) Acquiror shall have delivered to the Acquiree and Acquiree Members a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(l), inclusive, relating to the Acquiror;
(n) Each Acquiror Principal Shareholder shall have delivered to the Acquiree and Acquiree Members a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Members a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Members a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Members a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of common stock immediately before the Closing;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Members such pay-off letters and releases relating to Liabilities of the Acquiror and the Acquiror Subsidiary as the Acquiree shall request;
(t) Acquiror shall have delivered to the Acquiree and the Acquiree Members duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(u) Acquiror shall have delivered to the Acquiree and the Acquiree Members a duly executed release by the current directors, officers and 10% or greater stockholders of the Acquiror and from such former directors, officers and 10% or greater stockholders of the Acquiror as the Acquiree and the Acquiree Members shall reasonably request, in favor of the Acquiror, the Acquiree and the Acquiree Members;
(v) Acquiror shall have delivered to the Acquiree and the Acquiree Members resolutions of the Acquiror’s board of directors (i) appointing Xxxxxx Xxxxxxx to serve as President and Chief Executive Officer of the Acquiror, effective as of the Closing; (ii) appointing Xxxxx Xxxxxx to serve as Chief Financial Officer, Chief Operating Officer and Secretary of the Acquiror, effective as of the Closing; (iii) appointing Xxxxx Xxxxxxxxx to serve as Chief Technology and Information Officer of the Acquiror, effective as of the Closing; and Xxxxxx Xxxxxxxx as our Chief Marketing Officer; (iv) Xxxxxx Xxxxxxxx to serve as Chief Marketing Officer of the Acquiror, effective as of the Closing; and (v) nominating Xxxx Xxxxxxxxxxxx to serve as Chairman of the Acquiror Board and Xxxxxx Xxxxxxx to serve as a member of the Acquiror Board, effective as of the Closing;
(w) Acquiree and the Acquiree Members shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Members in their sole and absolute discretion;
(x) Acquiror shall have delivered to the Acquiree and the Acquiree Members a duly executed Termination Agreement by and between the Company and Xxxxx Perl terminating that certain Consulting Agreement dated as of June 7, 2010 by and between the Company and Xxxxx Perl;
(y) All of the conditions to the closing of the Offering, other than the condition that the Closing hereunder shall have occurred, shall have been satisfied or waived; and
(iz) All actions to be taken by the Acquiror shall have maintained and the eligibility Acquiror Principal Shareholders in connection with consummation of the Acquiror Common Stock for clearance transactions contemplated hereby and settlement through DTC all certificates, opinions, instruments, and no reason other documents required to effect the transactions contemplated hereby shall exist as be reasonably satisfactory in form and substance to why such eligibility shall not continue immediately following the Closing;Acquiree and the Acquiree Members.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, and the Acquiree Principal Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Principal Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Principal Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all material respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Principal Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, the Parent and Acquiree Principal Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), except as set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule, of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree, and Acquiree Principal Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(l), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholders shall have delivered to the Acquiree, and Acquiree Principal Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholders, certifying the satisfaction of the conditions specified in Section 9.2(a) inclusive, relating to such Acquiror Principal Shareholders;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Principal Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Principal Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Principal Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall not have been suspended delivered to the Acquiree and the Acquiree Principal Shareholders such pay-off letters and releases relating to any Liabilities of the Acquiror, provided, however, that no pay-off letters and releases shall be delivered for the Liabilities set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Principal Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Principal Shareholders resolutions of the Acquiror’s board of directors (i) appointing Edxxx Xxxxx xo serve as Chief Executive Officer; (ii) appointing Joxx Xxxxx xo serve as Chief Financial Officer; (iii) appointing Alxx Xxxxxxxx xo serve as Executive Chairman of the Acquiror’s board of directors; and (iv) nominating Alxx Xxxxxxxx, Daxxx Xxxxxxxxxxx, Toxx Xxxxxx xnd Soxxx Xxxxxxxxxxxx xo serve as members of the Acquiror’s board of directors, effective as of the Closing;
(p) Acquiree and the Acquiree Principal Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Principal Shareholders in their sole and absolute discretion;
(q) All actions to be taken by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, Acquiror and the Acquiror Common Principal Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Principal Shareholders;
(r) certificates representing the new shares of Acquiror Stock shall issued to the Shareholders set forth on Exhibit A;
(s) On the Closing Date, Acquiror will have been at all times since such date listed entered into the Spinoff Separation Agreement for trading on a trading marketthe transfer of Fan Pass, Inc. and concurrent filing of the S-1 Registration Statement; and
(it) Exchange of outstanding Notes of Acquiror as set forth on Schedule 9.2(u) for an aggregate of $1,500,000 (post-Closing) of Acquiree convertible notes convertible at a conversion price equal to $1.25 per share.
(u) The Acquiror shall have maintained effected a reverse stock split of its Common Stock so that there will be no more than 3,000,000 shares of its Common Stock outstanding on a fully diluted basis prior to the eligibility issuance of the Acquiror Stock.
(v) The Acquiror shall have entered into agreements with certain holders of its preferred stock exchanging such Preferred Shares for shares of Common Stock for clearance which shall be included in the 15% of shares that will be owned by pre-existing shareholders of the Acquiror at Closing and settlement through DTC there shall be no other shares of Preferred Stock outstanding.
(w) The Acquiror shall have received an executed leak-out agreement from the Acquiror Principal Shareholders, EMA Financial LLC, Coventry Enterprises LLC and no reason Alpha Capital Anstalt in the forms attached as Exhibit 9.2 (w).
(x) Alpha Capital Anstalt shall exist have purchased at least $325,000 in two tranches of $162,500 each of Acquiree’s common stock and/or preferred stock, if necessary, on the same terms as to why such eligibility the Acquiree’s second financing which shall not continue immediately following the Closing;be at a price of $0.80 per share.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(j) Acquiror shall have at least $2 million in cash and there shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(k) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(l), inclusive, relating to the Acquiror;
(l) The Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror;
(m) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror as the Acquiree shall request;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxxxx Xxxxxxxx to serve as Chief Executive Officer; (ii) appointing Xxxxxx Xxxxxxx to serve as President and Chief Medical officer; (iii) appointing Xxxxxxx Xxxx to serve as Chief Financial Officer; and (iv) nominating Xxxxxx Xxxxxxxx as a member of the Acquiror’s board of directors, effective as of the Closing. Xxxxxxxx Xxxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx Xxxx will also serve as members of the Acquiror’s board of directors, effective as of ten days after the filing of the Schedule 14f-1 Information Statement;
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), except as set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule, of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(l), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholder shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.2(a) inclusive, relating to such Acquiror Principal Shareholder;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to any Liabilities of the Acquiror, provided, however, that no pay-off letters and releases shall be delivered for the Liabilities set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing, with the exception that the resignation of Jxxxxx Xxxxxxxx from the Acquiror's board of directors shall not become effective until such time as his replacement is duly elected and qualified;
(o) Acquiror shall have been suspended delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the SEC current directors, officers and 10% or any trading market (except for any suspensions greater stockholders of trading the Acquiror and from such former directors, officers and 10% or greater stockholders of not more than one trading day solely to permit dissemination the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of material information regarding the Acquiror, the Acquiree and the Acquiree Shareholders;
(p) at any time since Acquiror shall have delivered to the date Acquiree and the Acquiree Shareholders resolutions of execution the Acquiror’s board of this Agreementdirectors (i) appointing Jxx Xxxxx to serve as Chief Executive Officer of the Acquiror, and Chairman of the Acquiror’s board of directors, with an employment agreement acceptable to him and commensurate with his previous public company compensation; and (ii) nominating Cxxxx X. Xxxxxxx to serve as a member of the Acquiror’s board of directors, effective as of the Closing;
(q) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror Common Stock and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion;
(r) Acquiror shall have been at all times since such date listed for trading on a trading marketreceived regulatory and requisite shareholder approval to change its name to Sigyn Therapeutics, Inc,; and
(s) The following having been met: (i) a minimum Acquiror closing share price of $2 on the trading day prior to Closing; (ii) a minimum Acquiror market cap of $25 million on the date of Closing; (iii) cancellation of all preferred stock of Acquiror (unless a class is created for Closing consideration); (iv) an agreed upon liquidation plan, which includes an agreed upon restriction on stock sales by Acquiror shareholders holding five percent (5%) or more of the outstanding shares of common stock of Acquiror; (v) a minimum 10 to 1 ratio of Acquiror shares of common stock authorized to outstanding at Closing; (vi) Acquiror must have filed all filings on a timely basis required by SEC rule and regulation and have filed its Quarterly Report on Form 10-Q for the three months ended June 30, 2020; (vii); (vii) there will be no liabilities on the balance shee of Acquiror, nor will Acquiror be liable for any forgiveness of indebtedness income which cannot be fully offset by losses and/or loss carryforwards, resulting in zero tab liability for the post Closing entity; and (ix) there shall be no options, warrants or other securities exchangeable or convertible into common stock of the Acquiror outstanding.
(t) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
(u) Certificates, in a form set forth on Exhibit B, representing the new shares of Acquiror Stock issued to the Acquiree Shareholders described on Schedule I. .
(v) Acquiror shall have maintained delivered to the eligibility Acquiree and the Acquiree Shareholders Lock-Up and Resale Restriction Agreements executed by Acquiror Principal Shareholder.
(w) On the Closing Date, Acquiror Principal Shareholder will have entered into a Spin Off Agreement in the forms annexed hereto as Exhibit B with Acquiror for the sale of the existing wholly owned subsidiary of the Acquiror in exchange for Acquiror Principal Shareholder’s shares of Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility of Acquiror. The Spin Off Agreement shall not continue immediately following close less than five (5) days from the Closing;Closing of this Agreement.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholders set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “"material” " and “"Material Adverse Effect,” " in which case the Acquiror Principal Shareholders and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have filed its Form 10-Q for the period ended March 31, 2014, and such filing shall comply in all material respects with the rules and regulations of the SEC;
(h) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(hi) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(ij) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(k) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror, as of the Closing; Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(m) , inclusive, relating to the Acquiror;
Appears in 1 contract
Samples: Share Exchange Agreement (Nac Global Technologies, Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree Acquiree, the Parent and the Acquiree Ultimate Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Ultimate Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Ultimate Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Ultimate Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree Acquiree, the Parent and Acquiree Ultimate Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading Acquiror shall have delivered to the Acquiree, the Parent and Acquiree Ultimate Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 11.2(a) through 11.2(l), inclusive, relating to the Acquiror;
(i) The Acquiror Principal Shareholder shall have delivered to the Acquiree, the Parent and Acquiree Ultimate Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 11.2(a) and Section 11.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(j) Acquiror shall have delivered to the Acquiree, the Parent and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(l) Acquiror shall have delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(m) Acquiror shall not have been suspended delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror as the Acquiree shall request;
(n) Acquiror shall have delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(o) Acquiror shall have delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders a duly executed release by the SEC current directors, officers and 10% or any trading market (except for any suspensions greater stockholders of trading the Acquiror and from such former directors, officers and 10% or greater stockholders of not more than one trading day solely to permit dissemination the Acquiror as the Acquiree and the Acquiree Ultimate Shareholders shall reasonably request, in favor of material information regarding the Acquiror) at any time since , the date of execution of this Agreement, Acquiree and the Acquiree Ultimate Shareholders;
(p) Acquiror Common Stock shall have been delivered to the Acquiree, the Parent and the Acquiree Ultimate Shareholders resolutions of the Acquiror’s board of directors (i) appointing HuiAn Peng to serve as Chief Executive Officer; (ii) appointing Xxx Xxxxx to serve as Secretary; (iii) nominating Xxx Xxxxx to serve as Chairman of the Acquiror’s board of directors; and (iv) nominating HuiAn Peng and Xxx Xxxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing;
(q) Execution of the Cancellation Agreement by and between Acquiror and Acquiror Principal Shareholder, pursuant to which the 10,000,000 shares of common stock of the Acquiror held by Acquiror Principal Shareholder shall be cancelled at all times since such date listed for trading on a trading marketor prior to the Closing and that certain assets and liabilities of the Acquiror shall be assigned or transferred to the Acquiror Principal Shareholder;
(r) Execution of certain cancellation agreement by and between Acquiror and Xxxxxx Xxxx, pursuant to which the 100,000 shares of series A convertible preferred stock of the Acquiror held by Xxxxxx Xxxx shall be cancelled prior to the Closing;
(s) Execution of certain cancellation agreement by and between Acquiror and ViMachel ApS, pursuant to which the 10,000,000 shares of common stock of the Acquiror held by ViMachel ApS shall be cancelled prior to the Closing;
(t) Acquiree and the Acquiree Ultimate Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Ultimate Shareholders in their sole and absolute discretion; and
(iu) All actions to be taken by the Acquiror, the Parent and the Acquiror shall have maintained the eligibility Principal Shareholder in connection with consummation of the Acquiror Common Stock for clearance transactions contemplated hereby and settlement through DTC all certificates, opinions, instruments, and no reason other documents required to effect the transactions contemplated hereby shall exist as be reasonably satisfactory in form and substance to why such eligibility shall not continue immediately following the Closing;Acquiree and the Acquiree Ultimate Shareholders.
Appears in 1 contract
Samples: Share Exchange Agreement (Metha Energy Solutions Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Sole Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Sole Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Sole Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status There shall not continue immediately following be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(h) Trading in Acquiror shall have delivered to the Acquiror Common Stock shall not have been suspended Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by the SEC or any trading market (except for any suspensions an officer of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) at any time since through 10.2(g), inclusive, relating to the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; andAcquiror;
(i) Acquiror Sole Shareholder shall have maintained delivered to the eligibility Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Sole Shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror Sole Shareholder;
(j) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror Common Stock for clearance as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(k) Acquiror shall have delivered to the Acquiree and settlement through DTC the Acquiree Shareholders (i) a certificate evidencing the formation and no reason good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(l) Acquiror shall exist have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to why such eligibility shall not continue immediately following (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(m) All of the conditions to the closing of the Offering, other than the condition that the Closing hereunder shall have occurred, shall have been satisfied or waived;
(n) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(o) All actions to be taken by the Acquiror and the Acquiror Sole Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror or the Acquiror Subsidiary to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the AcquirorAcquiror or the Acquiror Subsidiary;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(j) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary, as of the Closing;
(k) The Spin Out shall have been consummated;
(l) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(l), inclusive, relating to the Acquiror;
(m) The Acquiror Principal Shareholder shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror and the Acquiror Subsidiary as the Acquiree shall request;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(t) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the current directors, officers and 10% or greater stockholders of the Acquiror and from such former directors, officers and 10% or greater stockholders of the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of the Acquiror, the Acquiree and the Acquiree Shareholders;
(u) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Riccardo Delle Coste to serve as President and Chief Executive Officer; (ii) appointing Xxxxxx Xxxxxx to serve as Chief Financial Officer and Secretary; (iii) nominating Riccardo Delle Coste to serve as Chairman of the Acquiror’s board of directors; and (iv) nominating Xxxxxx Xxxx and Xxxxxx Xxxxxx to serve as members of the Acquiror’s board of directors, effective as of the Closing;
(v) Removal of Moving Box Inc. as a party to the Agreement entered into on the 21st day of March, 2010 by and among Acquiror, Moving Box Entertainment, LLC; Xxxxxxx, LLC, Xxx XxXxxxxx, Xxxx Xxxxxx, Andreas Wilckin, Jr., Moving Box, Inc., and Uptone Pictures, Inc.;
(w) Execution of the Investor Release by and among Acquiror, Xxxxxxx Xxxxxxx, Xx, Xxxxxxx, LLC, a Kentucky limited liability Company, Xxx XxXxxxxx and Xxxx Xxxxxx;
(x) All of the conditions to the closing of the Acquiror Offering, other than the condition that the Closing hereunder shall have occurred, shall have been satisfied or waived;
(y) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(z) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(j) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(k) The Spin Out and Cancellation shall have been consummated;
(l) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 8.2(a) through 8.2(l), inclusive, relating to the Acquiror;
(m) The Acquiror Principal Shareholder shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 8.2(a) and Section 8.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror as the Acquiree shall request;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers, with the exception of Xxxx Xxxxxxxxx, of the Acquiror, effective as of the Closing;
(t) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxxx Xxxxxxxx to serve as Vice President of Data Mining and Algorithms; (ii) appointing Xxxxxxx Xxxxxxx to serve as Vice President of Strategy; (iii) appointing Xxxxxx Xxxxxxxx to serve as Vice President of Sales; and (iv) appointing Xxxxx Xxxxxxxx to serve as Vice President of Technology;
(u) Execution of the Release by and among Acquiror and Xxxx Xxxxxxxxx;
(v) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(w) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Samples: Share Exchange Agreement (MORTGAGEBROKERS.COM Holdings, Inc.)
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the Acquiror;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(j) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror, whether or not known to the Acquiror, as of the Closing;
(k) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(l), inclusive, relating to the Acquiror;
(l) The Acquiror Principal Shareholder shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(m) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(n) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror as the Acquiree shall request;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxx X. Xxxxxx to serve as President and Chief Executive Officer; (ii) appointing Xxxxxx Xxxxx to serve as Chief Operating Officer and Chief Medical officer; (iii) appointing Xxxx Xxxxxxxx to serve as Chief Financial Officer; and (iv) nominating Xxxx X. Xxxxxx as a member of the Acquiror’s board of directors, effective as of the Closing. Xx. Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxx and Xxxxxx Xxxxxxxx will also serve as members of the Acquiror’s board of directors, effective as of ten days after the filing of the Schedule 14f-1 Information Statement;
(t) Execution of the Shareholder Release by and among Acquiror and Acquiror’s shareholders that have loaned money to Acquiror;
(u) All of the conditions to the closing of the Acquiree Offering, other than the condition that the Closing hereunder shall have occurred, shall have been satisfied or waived;
(v) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(w) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree and the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:
(a) The representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) The Acquiror and the Acquiror Principal Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Acquiror Principal Shareholder and the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to control the Acquiror, or (B) affect adversely the right of the Acquiror or the Acquiror Subsidiary to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) Since the Reverse Merger no No event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or is reasonably likely to have a Material Adverse Effect on the AcquirorAcquiror or the Acquiror Subsidiary;
(e) All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree and Acquiree Shareholders;
(f) Acquiror shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Acquiror shall have maintained its status as a company whose Common Stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Acquiror Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Acquiror) at any time since the date of execution of this Agreement, and the Acquiror Common Stock shall have been at all times since such date listed for trading on a trading market; and;
(i) Acquiror shall have maintained the eligibility of the Acquiror Common Stock for clearance and settlement through DTC and as a DTC FAST issue and no reason shall exist as to why such eligibility shall not continue immediately following the Closing;
(j) There shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror or the Acquiror Subsidiary, whether or not known to the Acquiror or the Acquiror Subsidiary, as of the Closing;
(k) The Spin Out shall have been consummated;
(l) Acquiror shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation;
(m) Acquiror shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer of the Acquiror, certifying the satisfaction of the conditions specified in Sections 10.2(a) through 10.2(l), inclusive, relating to the Acquiror;
(n) The Acquiror Principal Shareholder shall have delivered to the Acquiree and Acquiree Shareholders a certificate, dated the Closing Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 10.2(a) and Section 10.2(b), inclusive, relating to such Acquiror Principal Shareholder;
(o) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certified copy of the Certificate of Incorporation of the Acquiror as certified by the Secretary of State (or comparable office) of the Acquiror’s jurisdiction of formation within five (5) days of the Closing Date;
(p) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(q) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror is a party;
(r) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;
(s) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to Liabilities of the Acquiror and the Acquiror Subsidiary as the Acquiree shall request;
(t) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors and officers of the Acquiror, effective as of the Closing;
(u) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the current directors, officers and 10% or greater stockholders of the Acquiror and from such former directors, officers and 10% or greater stockholders of the Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of the Acquiror, the Acquiree and the Acquiree Shareholders;
(v) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i) appointing Xxxx Xxxxxxx to serve as President and Chief Executive Officer; (ii) appointing Xxxxx Xxxxx to serve as Vice President and Secretary; (iii) nominating Xxxx Xxxxxxx to serve as Chairman of the Acquiror’s board of directors; and (iv) nominating Xxxxx Xxxxx to serve as a member of the Acquiror’s board of directors, effective as of the Closing;
(w) Acquiror shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed Termination Agreement by and between the Acquiror and Pearson Justice Dental terminating that certain Product Purchase Agreement dated as of July 19, 2011 by and between the Acquiror and Pearson Justice Dental;
(x) the Acquiree Offering shall have closed;
(y) each Bridge Investor shall have the outstanding principal amount of such Bridge Investor’s Bridge Note into Acquiree Shares;
(z) All of the conditions to the closing of the Acquiror Offering, other than the condition that the Closing hereunder shall have occurred, shall have been satisfied or waived;
(aa) Acquiree and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and
(bb) All actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.
Appears in 1 contract
