PubCo. PubCo shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Acquisition Entity” for all purposes hereunder. No action or consent by the Company, the Sellers or any other Acquiror Party shall be required for such joinder to this Agreement by PubCo. By delivering a counterpart signature page to this Agreement, PubCo agrees and consents to be bound by the rights and obligations as “PubCo” hereunder.
PubCo. Each Buyer acknowledges and agrees that no consent of Buyer to the identity of Pubco will be required, provided that at the time of the Merger:
(i) Pubco is a corporation incorporated and in good standing in a state of the United States;
(ii) the Pubco Common stock is quoted on the OTC Markets or listed on a U.S. national securities exchange and not subject to any notice of suspension or delisting;
(iii) Pubco has complied with all applicable federal and state securities laws and regulations, including being current in all of its reporting obligations under federal securities laws and regulations; and all prior issuances of securities have been either registered under the Securities Act, or exempt from registration;
(iv) Pubco is not in violation or breach of, conflict with, in default under (with or without the passage of time or the giving of notice or both) any provisions of (a) Pubco incorporation documents or (b) any mortgage, indenture, lease, license or any other agreement or instrument;
(v) no order suspending the effectiveness of any registration statement of Pubco under the Securities Act or the Exchange Act has been issued by the U.S. Securities and Exchange Commission (the “SEC”) and, to Pubco’s knowledge, no proceedings for that purpose have been initiated or threatened by the SEC;
(vi) Pubco is not and has not, and the past and present officers, directors and affiliates of Pubco are not and have not, been the subject of, nor does any officer or director of Pubco have any reason to believe that Pubco or any of its officers, directors or affiliates will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging a violation of securities laws;
(vii) Pubco is not and has not been the subject of any voluntary or involuntary bankruptcy proceeding, nor is it or has it been a party to any material litigation or, within the past two years, the subject of any threat of material litigation (litigation shall be deemed “material” if the amount at issue exceeds the lesser of US$10,000 per matter or US$25,000 in the aggregate);
(viii) Pubco has not, and the past and present officers, directors and affiliates of Pubco have not, been the subject of, nor does any officer or director of Pubco have any reason to believe that Pubco or any of its officers, directors or affiliates will be the subject of, any civil, criminal or administrative investigation or proceeding brought by any federal or state agency;
(ix) Af...
PubCo. Except with the consent of the TPG Member and the Intel Member, PubCo shall not and shall not cause any of its Subsidiaries to operate or conduct any business other than through the Company and its Subsidiaries.
PubCo. Each of the Company and Merger Sub 2 acknowledges and agrees that in the event that the Acquisition Effective Time has not occurred within three (3) Business Days following the Initial Merger Effective Time, PubCo and Acquiror may take whatever steps they deem necessary to unwind the transactions steps relating to the Initial Merger previously undertaken and to preserve the listing, existence and corporate structure of Acquiror as closely as possible to Acquiror’s listing, existence and corporate structure immediately prior to the Initial Merger Effective Time, including making any necessary board changes to PubCo so that the directors of PubCo shall be the persons who were directors of Acquiror immediately prior to the Initial Merger Effective Time.
PubCo. Each of the Company and Amalgamation Sub acknowledges and agrees that in the event that the Amalgamation Effective Time has not occurred within three (3) Business Days following the Merger Effective Time, PubCo and Acquiror may take whatever steps they deem necessary to unwind the transactions steps relating to the Merger previously undertaken and to preserve the listing, existence and corporate structure of Acquiror as closely as possible to Acquiror’s listing, existence and corporate structure immediately prior to the Merger Effective Time.
PubCo. As of the Effective Time, each of the officers and directors of Pubco then in office shall resign. As of the Effective Time, the officers and directors of Pubco shall be as set forth on SCHEDULE 1.7(A) of the GlobalOptions Disclosure Schedule, each of whom shall serve in such capacity until their respective successors are duly elected or appointed and qualified.
PubCo. Except with the prior written consent of the GGC Member and the BSMH Member, in each case, for so long as such Member holds Units, PubCo shall not operate or conduct, and shall cause each of its Subsidiaries not to operate or conduct, any business other than through the Company and its Subsidiaries.
PubCo. It is agreed that in the event Gencon elects to have the Loan Proceeds repaid on the terms set out in paragraph 2(C) above, the Company shall cause Pubco to issue or grant immediately the following shares, warrants and options;
(a) 50,000 shares in Pubco to Gencon at a cost of $.75 per share, to be free trading shares after 90 days of the creation of Pubco;
(b) 50,000 shares in Pubco to Gencon at no cost, to be free trading shares after 90 days of the creation of Pubco;
PubCo. Nyxio Technologies Corporation (f/k/a LED Power Group, Inc.)
PubCo. The directors and officers of Pubco, in each case, immediately prior to the Closing shall, from and after the Closing, be the directors and officers, respectively, of Pubco until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the by-laws of Pubco and the A&R Certificate of Incorporation.
