Formation of Purchaser. The formation, organization and capitalization of Purchaser, as contemplated in Schedule 5.1 hereto, shall have been completed.
Formation of Purchaser. Prior to the Closing, Parent shall cause Purchaser to execute a joinder agreement to this Agreement and be bound hereunder.
Formation of Purchaser. As soon as practicable after the date hereof, and in any event prior to the Effective Time, Parent shall take all action necessary to cause Purchaser (i) to be duly and validly formed and (ii) promptly thereafter to deliver an executed joinder to this Agreement, substantially in the form attached as Exhibit B (the “Joinder”). Parent shall take all action necessary to cause Purchaser to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Formation of Purchaser. 51 13.17 Headings............................................................... 52 -iv- LIST OF EXHIBITS AND SCHEDULES ------------------------------ EXHIBITS --------
Formation of Purchaser. As promptly as possible after the ---------------------- date hereof, HHCA shall cause Articles of Incorporation to be filed for the Purchaser and shall take such other action as may be required to cause the formation of Purchaser as a corporation in the State New Hampshire. The representations and warranties regarding the Purchaser shall take effect as of the date of the Purchaser's incorporation
Formation of Purchaser. 24 Section 4.9 Issuance of Securities............................24 Section 4.10 NASDAQ SmallCap Market Listing....................25 Section 4.11
Formation of Purchaser. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and except for this Agreement and any other agreements or arrangements contemplated by this Agreement or in furtherance of the transactions contemplated hereby, the Purchaser has not and will not have incurred, directly or indirectly, through any subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.
Formation of Purchaser. Parent shall form Purchaser in accordance with, and shall cause Purchaser to take such actions contemplated by, Section 8.02 of the Transaction Agreement.
Formation of Purchaser. CoinTracking shall be a duly organized and validly existing limited liability company in good standing under the laws of the State of Nevada.
Formation of Purchaser. Promptly after the date hereof, Parent shall form a Swiss GmbH (“GmbH Purchaser”) and a Swiss Aktiengesellschaft (“AG Purchaser”), each as a wholly owned subsidiary of Parent. If the Cantonal Tax Ruling with respect to GmbH Purchaser is obtained on or before September 15, 2009, Parent shall cause GmbH Purchaser to execute a joinder agreement to this Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder. If the Cantonal Tax Ruling with respect to GmbH Purchaser is not obtained on or before September 15, 2009, Parent shall promptly cause AG Purchaser to execute a joinder agreement to this Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder. Notwithstanding the foregoing, if Parent informs the Company that it believes, based upon the advice of tax advisers, that the Swiss Federal Tax Ruling will not be obtained, Parent shall have the right, but not the obligation, to form a Bermuda entity (“Bermuda Purchaser”) as a wholly owned subsidiary of Parent and cause Bermuda Purchaser and GmbH Purchaser to execute joinder agreements to the Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder in lieu of the joinder agreements described in the previous two sentences. Parent shall (i) take such actions as are necessary to cause the board of directors of Purchaser to approve this Agreement and the Securities Purchase Agreement and declare advisable this Agreement, the Securities Purchase Agreement and the transactions contemplated hereby and thereby and (ii) approve, if Parent is the sole shareholder of Purchaser, or cause the sole shareholder of Purchaser to approve, and adopt this Agreement.
