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) Durwxxx xxxll 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) Durwxxx xxxll 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) Durwxxx xxxll demonstrate to the reasonable satisfaction of SNC that it has no material assets other than the proceeds of the Durwxxx Xxxancing 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 Pre-Closing Events described in Sections ------------------ 1.1 and 1.2 hereof (assuming BABF has performed its obligations under Section 1.2(a) hereof) shall have occurred.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) Maile shall have authorized 50,000,000 shares of $.001 par value common stock and 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) Maile shall have effectuated the Maile Reverse Stock Split at or prior to Closing, and shall have 2,512,857 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) Maile shall demonstrate to the reasonable satisfaction of Simex 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: Xtreme shall have authorized 100,000,000 shares of $0.001 par value common stock and on or before Closing shall have amended its Articles of Incorporation to authorize 100,000,000 shares of $0.001 par value common stock. Xtreme shall have effectuated the Xtreme Reverse Stock Split at or about the Closing, and shall have 356,512.3 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. Xtreme shall demonstrate to the reasonable satisfaction of Rockwell that it has no material assets and no liabilities contingent or fixed other than those disclosed on Exhibit "B" attached hereto.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) At or prior to the time of Closing, MODS shall have 1,375,015 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 MODS securities except as otherwise described herein relating to the transactions described herein.
(b) MODS shall have no, and shall demonstrate to the satisfaction of Bioaccelerate that it has no, material assets and no liabilities contingent or fixed.
(c) MODS shall complete on or before closing a 3.5 to 1 reverse split which reduce its outstanding common stock from 4,812,800 shares to 1,375,015 shares.
Pre Closing Events. The Closing is subject to the completion of the following:
(a) ACO shall have authorized 50,000,000 shares of $.001 par value common stock and at Closing shall amend its Articles of Incorporation to authorize 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) ACO shall have received 4,958,333 shares for cancellation leaving it with 416,666 shares outstanding and shall have then effectuated the ACO Forward Stock Split at or about the Closing, and shall have 750,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.
(c) ACO shall demonstrate to the reasonable satisfaction of OCC that it has no material assets and no liabilities contingent or fixed.
