Pre Closing Events Sample Clauses
Pre Closing Events. Prior to the Closing, Rodeo, Inc. shall (i) form Newco LP pursuant to the DLPA, the Newco LP Certificate, and the Initial Newco LP Agreement, (ii) form Newco GP LLC pursuant to the Delaware Limited Liability Company Act, the Newco GP LLC Certificate and the Initial Newco GP LLC Agreement, to act as the general partner of Newco LP, (iii) contribute the LLC Incentive Distribution Rights to Newco GP LLC, which shall promptly contribute the LLC Incentive Distribution Rights to Newco LP, and (iv) contribute the GP Interest, the Operating Partnerships GP Interests, and the LP Incentive Distribution Rights to Newco LP as its capital contribution as Newco LP's limited partner.
Pre Closing Events. The Closing is subject to the completion at or about the time of Closing of the following:
(a) Durw▇▇▇ ▇▇▇ll restate its Certificate of Incorporation in the State of Delaware in substantially the form attached hereto as Exhibit "D" and shall have authorized 50,000,000 shares of $.0001 par value common stock and 5,000,000 shares of $.0001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors.
(b) Durw▇▇▇ ▇▇▇ll have effectuated the Forward Split at or about the Closing, and shall have 2,441,713 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) Durw▇▇▇ ▇▇▇ll demonstrate to the reasonable satisfaction of SNC that it has no material assets other than the proceeds of the Durw▇▇▇ ▇▇▇ancing as described herein, and no liabilities contingent or fixed.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) Turer shall have authorized issuance of and delivered to TAC in trust for delivery to the IVI Shareholders twelve million three hundred fifty thousand (12,350,000) shares of its $.01 par value common stock.
(b) Turer shall have effectuated the delivery to TAC of the Turer Shares at or prior to Closing, and shall have thirteen million (13,000,000) shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) Turer shall demonstrate to the reasonable satisfaction of IVI that (i) it has no material assets and no liabilities, contingent or fixed (ii) it is current and in compliance with all required filings under the Securities Exchange Act of 1934, as amended and (iii) it will undertake and cooperate fully in the preparation and filing of any requisite Registration Statement for the issuance and delivery of the Turer Shares to the IVI Shareholders.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) Columbia shall have authorized 50,000,000 shares of $.001 par value common stock an 5,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors.
(b) Columbia shall have effectuated the Columbia Reverse Stock Split at or prior to Closing, and shall have 1,250,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) Columbia shall demonstrate to the reasonable satisfaction of FIC that it has no material assets and no liabilities contingent or fixed.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) At or prior to the time of Closing, Inland shall have made provisions for the effectuation of the Inland Reverse Stock Split and shall have 3,650,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding and there shall be no outstanding options, warrants or other rights to purchase or otherwise acquire Inland securities except as otherwise described herein relating to the transactions described herein.
(b) Inland shall have no, and shall demonstrate to the satisfaction of CEI that it has no, material assets and no liabilities contingent or fixed except the proceeds of the Inland Financing (as defined herein).
Pre Closing Events. The Closing is subject to the completion of the following:
(a) At or prior to the time of Closing, DHTS shall have made provisions for the cancellation of 9,026,400 outstanding shares of its common stock and shall have 2,500,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding and there shall be no outstanding options, warrants or other rights to purchase or otherwise acquire DHTS securities except as otherwise described herein relating to the transactions described herein.
(b) DHTS shall have no, and shall demonstrate to the satisfaction of Xenonics that it has no, material assets and no liabilities contingent or fixed except the proceeds of the DHTS Financing (as defined herein).
Pre Closing Events. The Closing is subject to the completion of the following:
(a) ACMC shall have authorized 70,000,000 shares of $.01 par value common stock.
(b) ACMC shall have effectuated the ACMC Reverse Stock Split at or prior to Closing, and shall have 1,500,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) ACMC shall demonstrate to the reasonable satisfaction of RMI that it has no material assets and that its liabilities, contingent and fixed, do not exceed $10,000.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) Conserve shall have authorized 50,000,000 shares of $.001 par value common stock and 500,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors.
(b) ▇▇▇▇ ▇▇▇▇▇ shall have contributed 8,587,948 shares of Conserve Common Stock to Conserve for cancellation, leaving 7,999,999 shares issued and outstanding prior to the Conserve Reverse Stock Split.
(c) Conserve shall effectuate the Conserve Reverse Stock Split at or about the time of Closing, and shall have 5,333,333 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding not taking into effect the shares to be issued under this Agreement.
(d) Conserve shall demonstrate to the reasonable satisfaction of NMS that it has no material assets and no liabilities contingent or fixed other than the proceeds of the Conserve Financing as described herein.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) FGT shall have authorized 50,000,000 shares of $.001 par value common stock and at Closing shall amend its Articles of Incorporation to authorize 1,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors.
(b) At or about the time of Closing, FGT shall have received 2,000 shares for cancellation and shall have then effectuated the FGT Reverse Stock Split at or about the Closing, and shall have 650,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding and there shall be no outstanding options, warrants or other rights to purchase FGT securities.
(c) FGT shall have no material assets and no liabilities contingent or fixed except the proceeds of the FGT Financing (as defined herein).
Pre Closing Events. The Closing is subject to the completion of the ------------------- following:
(a) SVSI shall have authorized 50,000,000 shares of $.001 par value common stock and 1,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors.
(b) SVSI shall have effectuated the SVSI Reverse Stock Split at or prior to Closing, and shall have 660,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) SVSI shall demonstrate to the reasonable satisfaction of Nettaxi that it has no material assets and no liabilities contingent or fixed.