No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock and which has not been publicly announced.
Appears in 16 contracts
Samples: Share Exchange Agreement (Allied Technologies Group, Inc.), Share Exchange Agreement (Fresh Start Private Management, Inc.), Share Exchange Agreement (Fresh Start Private Management, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its the Parent Stock and which has not been publicly announced.
Appears in 6 contracts
Samples: Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (BTHC Viii Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock Shares and which has not been publicly announced.
Appears in 4 contracts
Samples: Share Exchange Agreement (Gold Ridge Resources Inc), Share Exchange Agreement (Remmington Enterprises, Inc.), Share Exchangeagreement (Cubed, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Common Stock and which has not been publicly announced.
Appears in 4 contracts
Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.), Share Exchange Agreement (Certified Technologies Corp), Share Exchange Agreement (Millennium Quest Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its the Parent Stock Shares and which has not been publicly announcedannounced or disclosed in writing to the Company.
Appears in 3 contracts
Samples: Share Exchange Agreement (Sunrise Global Inc.), Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Common Stock and which has not been publicly announced.
Appears in 3 contracts
Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Travel Hunt Holdings Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Post-Closing Parent Stock Securities or on a Current Report on Form 8-K and which has not been publicly announced.
Appears in 2 contracts
Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries the Company or their respective businessesSubsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 or Form F-1 filed with the SEC relating to an issuance and sale of securities by Parent or the Parent of its Parent Stock Company and which has not been publicly announced.
Appears in 2 contracts
Samples: Share Purchase Agreement (Glori Energy Inc.), Share Purchase Agreement (Infinity Cross Border Acquisition Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries the Issuers or their Subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by Parent, the Parent Issuers or their Subsidiaries under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock and which has not been publicly announced.
Appears in 2 contracts
Samples: Notes Purchase Agreement (Forbes Energy Services Ltd.), Notes Purchase Agreement (Forbes Energy Services Ltd.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock the Shares and which has not been publicly announcedannounced or disclosed in writing to the Company.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, or its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Common Stock and which has not been publicly announcedannounced or disclosed.
Appears in 1 contract
Samples: Share Exchange Agreement (United National Film Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur or exist with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock any capital stock and which has not been publicly announced.
Appears in 1 contract
Samples: Share Exchange Agreement (Computer Vision Systems Laboratories Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, Parent or its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with pursuant to the SEC Securities Act, the Exchange Act and the rules and regulations promulgated thereto relating to an issuance and sale by the Parent of its Parent Stock and which has not been publicly announced, other than with respect to this Agreement and the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Integrated Security Systems Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its the Parent Stock and which has not been publicly announced.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, Parent or its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Common Stock and which has not been publicly announcedannounced will not be publicly announced in the current report on Form 8-K that will be filed by the Parent at the Closing.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. No Except for the Transactions, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, Parent or its subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock and which has not been publicly announced.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (CMSF Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Common Stock and which has not been publicly announced.
Appears in 1 contract
Samples: Share Exchange Agreement (Sunset Suits Holdings, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Parent, Parent or its subsidiaries Subsidiaries or their respective businessesbusiness, properties, prospects, operations or financial condition, that would be required to be disclosed by the Buyer or Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Buyer or Parent of its shares of Parent Common Stock and which has not been publicly announceddisclosed or disclosed to Seller.
Appears in 1 contract
