Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent: (a) The representations and warranties of the Company under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects. (b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (c) There shall have been no material adverse change in the Condition of the Company. (d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents. (e) Parent and Acquisition Corp. shall have received the following: (i) copies of resolutions of the Board of Directors and the Stockholders, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto; (ii) a certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Articles of Incorporation and By-Laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified; (iii) evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary; (iv) a certificate, dated the Closing Date, executed by the Chief Executive Officer or other acceptable officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement; and (v) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request. (f) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request. (g) The delivery to Parent of the Audited Financial Statements.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (SSTL, Inc.), Merger Agreement (SSTL, Inc.)
Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:
(a) The representations and warranties of the Company under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
(b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.
(c) There shall have been no material adverse change in the Condition of the Company.
(d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.
(e) Parent and Acquisition Corp. shall have received the following:
(i) copies of resolutions of the Board of Directors and the Stockholders, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto;
(ii) a certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Articles of Incorporation and By-Laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(iii) evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(iv) a certificate, dated the Closing Date, executed by the Chief Executive Officer or other acceptable officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement; and
(v) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
(f) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.
(g) The delivery to Parent of the Audited Financial StatementsStatements of the Company.
Appears in 2 contracts
Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:
(a) The representations and warranties of the Company under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
(b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.
(c) There shall have been no material adverse change in the Condition of the Company.
(d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.
(e) Parent and Acquisition Corp. shall have received the following:
(i) copies of resolutions of the Board of Directors and the Stockholders, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto;
(ii) a certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Articles Certificate of Incorporation Formation and By-Laws laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(iii) a certificate, dated the Closing Date, executed by the Chief Executive Officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement;
(iv) evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Texas and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(ivv) a certificate, dated lock-up agreement in the Closing Date, executed by form attached hereto as Exhibit F (the Chief Executive Officer or other acceptable officer “Lock-Up Agreement”) from each of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this AgreementStockholders; and
(vvi) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
(f) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.
(g) The delivery to Parent of the Audited Financial Statements.
Appears in 1 contract
Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under this Agreement and the Certificate of Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:
(a) The representations and warranties of the Company under this Agreement (when read without regard to Agreement, as modified or qualified by any qualification as to materiality Disclosure or material adverse effect) Update, shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
(b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.
(c) There shall have been no material adverse change in the Condition of the Company.
(d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.
(ed) Parent and Acquisition Corp. shall have received the following:
(i) copies Copies of resolutions of the Board of Directors and the StockholdersStockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto;.
(ii) a A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Articles Certificate of Incorporation and By-Laws laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;.
(iii) evidence A certificate, dated as of the Closing Date, executed by the President and Chief Executive Officer of the Company certifying that the conditions set forth in this Section 7.01 with respect to the Company have been satisfied.
(iv) Evidence as of a recent date and within five (5) days of the Closing Date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware New Jersey and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(iv) a certificate, dated the Closing Date, executed by the Chief Executive Officer or other acceptable officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement; and.
(v) such Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably requestrequest not less than five (5) business days prior to the Closing Date.
(e) Not less than the requisite Stockholders as required by Section 14A:10-3 of the NJBCA shall have approved, by written consent pursuant to Section 14A:5-6 of the NJBCA or by a vote at a duly noticed meeting of the Stockholders pursuant to Section 14A:5-1 et seq. of the NJBCA, this Agreement and the Certificate of Merger and the transactions contemplated and described hereby and thereby, including, without limitation, the Merger.
(f) Parent shall have received Stockholder Representation Letters executed by all of the Stockholders.
(g) Since the date of this Agreement, there shall not have been any material adverse effect with respect to the Company.
(h) The dissenting Stockholders for which demands for an appraisal thereof have not been withdrawn or for which the holders thereof have not failed to perfect or otherwise waived or lost appraisal rights under the applicable provisions of the NJBCA shall hold less than five percent (5%) of the issued and outstanding shares of Company Stock.
(i) Parent shall have received from the Company the audited, unaudited and proforma financial statements required to be included in the Super Form 8-K.
(j) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.
(g) The delivery to Parent of the Audited Financial Statements.
Appears in 1 contract
Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:
(a) The representations and warranties of the Company under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
(b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.
(c) There shall have been no material adverse change in the Condition of the Company.
(d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.
(e) Parent and Acquisition Corp. shall have received the following:
(i) copies of resolutions of the Board of Directors and the Stockholders, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto;
(ii) a certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Articles of Incorporation and By-Laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(iii) a certificate, dated the Closing Date, executed by the Chief Executive Officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement;
(iv) evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Colorado and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(ivv) a certificate, dated lock-up agreement in the Closing Date, executed by the Chief Executive Officer or other acceptable officer form attached hereto as Exhibit F from each of the Company certifying that he has no knowledge of any plan to issue any securities of Stockholders other than the Company, directors and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreementofficers listed on Exhibit D; and
(vvi) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
(f) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.
(g) The delivery to Parent of the Audited Financial Statements.
Appears in 1 contract
Samples: Merger Agreement (CannLabs, Inc.)
Conditions to Parent and Acquisition Corp. Obligations. The obligations obligation of Parent and Acquisition Corp. under to consummate the Merger Documents are is subject to the fulfillment, at satisfaction or prior to the Closing, written waiver of the following conditions, any conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 7. The Closing of which the Merger contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Parent and Acquisition Corp. and may be waived by Parent and Acquisition Corp. in whole or in part by Parenttheir discretion:
(a) The the representations and warranties of the Company and the Company Shareholders under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.;
(b) The the Company and the Company Shareholders shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it them on or before the Closing Date.;
(c) There shall no Material Adverse Effect will have been no material adverse change occurred in the Condition respect of the Company.Company since the date of this Agreement;
(d) No no action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.Merger;
(e) Parent and Acquisition Corp. shall have received the followingno suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would result in and/or:
(i) copies prevent the consummation of resolutions any of the Board of Directors and the Stockholders, certified transactions contemplated by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto;this Agreement; or
(ii) a certificate of incumbency executed by cause the Secretary of the Company certifying the names, titles and signatures of the officers authorized Merger to execute any documents referred to in this Agreement and further certifying that the Articles of Incorporation and By-Laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modifiedbe rescinded following consummation;
(iii) evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(iv) a certificate, dated the Closing Date, executed by the Chief Executive Officer or other acceptable officer of the Company certifying that he has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreement; and
(v) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
(f) All corporate and there will be no outstanding options, warrants, subscriptions, conversion rights, or other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinionsrights, agreements, instruments and documents mentioned herein or incident commitments obligating the Company to issue any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence additional shares of the satisfaction of Company Stock, or any other securities convertible into, exchangeable for, or all evidencing the right to subscribe for or acquire from the Company any shares of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.Company Stock;
(g) The delivery on Closing, the Company will not have any Liabilities and unrecorded obligations that will become Liabilities following the Closing (the “Future Obligations”) other than the Liabilities and the Future Obligations set forth in the Disclosure Statement (the “Permitted Company Liabilities”) and aggregate additional Liabilities of less than $50,000 incurred as a result of operating expenses incurred in the normal course of business;
(h) on Closing, the Company will have no unexercised Company Options or Company Warrants outstanding; (i) on Closing, the Company will have no indebtedness for borrowed money except as set forth in the Disclosure Statement and no outstanding convertible debt;
(j) on or prior to Parent Closing, the senior management of the Audited Financial Statements.Company will have entered into severance agreements with the Company;
Appears in 1 contract
Samples: Merger Agreement (Counterpath Corp)
Conditions to Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Parent:
(a) The representations and warranties of the Company under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
(b) The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.
(c) There shall have been no material adverse change in the Condition of the Company.
(d) No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by the Merger Documents.
(d) All consents or approvals required pursuant to Section 2.07 shall have been obtained.
(e) Parent and Acquisition Corp. shall have received the following:
(i) copies of resolutions of the Company Board of Directors and the Stockholders, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant thereto;
(ii) a certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Amended and Restated Articles of Incorporation and By-Laws Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(iii) a certificate, dated the Closing Date, executed by the President of the Company certifying that (A) he has no knowledge of any plan to issue any securities of the Company or any Acquisition Proposal, and the Company has not entered into any agreement, written or oral, (y) to issue any securities of the Company or (z) entertain any Acquisition Proposal, except as described in this Agreement, (B) except for the filing of the Articles of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (C) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents;
(iv) evidence as of a recent date of the good standing and corporate existence of (A) the Company Company, issued by the Secretary of State of the State of Delaware Nevada, (B) each Company Subsidiary, issued by the jurisdiction of its formation or incorporation, as applicable, and (C) evidence that the Company and each Company Subsidiary is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary;
(ivv) a certificate, dated Leak Out Agreements in substantially the Closing Date, executed by the Chief Executive Officer or other acceptable officer form attached hereto as Exhibit E from each of the Company certifying Stockholders;
(vi) Evidence satisfactory to Parent and Acquisition Corp. that he the Subscription Transaction has no knowledge of any plan to issue any securities of the Company, and the Company has not entered into any agreement, written or oral, to issue any securities of the Company except as described in the Disclosures or this Agreementbeen completed; and
(vvii) such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
(f) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent and Acquisition Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.01 as Parent or its counsel may reasonably request.
(g) The delivery to Parent Written Consent shall have been obtained.
(h) Holders of no more than 1% of the Audited Financial Statementsoutstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to NRS 92A.380 with respect to such shares of Company Common Stock.
(i) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time or both, could reasonably be expected to result in a Material Adverse Effect. For purposes of this Section 7.01(i), “Material Adverse Effect” shall mean any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company or any Company Subsidiary, or (b) the ability of the Company to consummate the transactions contemplated hereby on a timely basis.
Appears in 1 contract
Samples: Merger Agreement (U.S. Gold Corp.)
