Reverse Merger Transaction. The parties acknowledge prior to the consummation of the transactions contemplated by this Agreement, the Company completed a share exchange for all the issued and outstanding shares of Gold Lion Holding Limited, a company organized in the British Virgin Islands (the “BVI”) (“Gold Lion”), pursuant to that certain Share Exchange Agreement dated as of January 28, 2009 (and amended May 12, 2009) by and among the Company, Gold Lion, Tianjin Xxxx Xxxxx Group Digital Communication Co., Ltd., a company organized under the laws of the People’s Republic of China (“TCB Digital”), Zoom Telephonics, Inc., Lei (Xxx) Gu, a citizen of the PRC; and (6) Xxx Xxx, a citizen of the PRC. Upon the consummation of the share exchange, Gold Lion became a wholly-owned subsidiary of the Company (the “Reverse Merger Transaction”).
Reverse Merger Transaction. The parties acknowledge that simultaneously with the Closing, will complete the Closing under and as defined in the Merger Agreement, under which Merger Sub will merge with and into Target, with Target being the surviving corporation and the Company’s wholly-owned subsidiary upon the filing of a certificate of merger with the Secretary of State of the State of Nevada. Among other things, at the effective time of the merger (the “Effective Time of the Merger”), each share of the common stock of Target outstanding immediately prior to such effective time will be converted into shares of the Common Stock. The transactions occurring pursuant to the Merger Agreement are collectively referred to as the “Reverse Merger Transaction”). The Purchaser acknowledges receipt of a copy of the Merger Agreement.
Reverse Merger Transaction. The parties acknowledge that prior to the consummation of the transactions contemplated by this Agreement, the Company issued shares of its Common Stock to Shen Kun International Limited, a company organized in the British Virgin Islands (the “BVI”) (“Shen Kun”), pursuant to that certain Merger Agreement dated as of June 9, 2008 by and among the Company, Shen Kun Acquisition Sub Limited, a BVI company which is a wholly owned subsidiary of the Company (“Acquisition Subsidiary”), Shen Kun, Parent Controlling Shareholders (as that term is defined in the Merger Agreement), Shen Kun Shareholders (as that term is defined in the Merger Agreement), and Shengkai (Tianjin) Ceramic Valves Co., Ltd., a PRC wholly foreign-owned enterprise (“WFOE”) organized under the laws of the People’s Republic of China (the “PRC”), and Tianjin Shengkai Industrial Technology Development Co., Ltd., a PRC company, (the “Merger Agreement”), and upon the consummation of the transactions contemplated by the Merger Agreement, WFOE, a direct wholly-owned subsidiary of Shen Kun immediately prior to the consummation of the transactions contemplated by the Merger Agreement, on June 9, 2008 became an indirect wholly-owned subsidiary of the Company (the “Reverse Merger Transaction”).
Reverse Merger Transaction. The Company shall use best efforts to consummate a reverse merger transaction with Tripath substantially on the terms provided for in the Disclosure Schedule, as supplemented and filed with the Bankruptcy Court in connection with Tripath’s bankruptcy proceeding (such merger, the “Reverse Merger”), no later than April 30, 2008 (unless otherwise extended to a later date by the prior written consent of each Purchaser) (the “Reverse Merger Deadline”).
Reverse Merger Transaction. Parent and Company covenant and agree each Lender shall have the right to participate, in an amount not to exceed the face value of such Lender’s Note, plus accrued and unpaid interest, in any Reverse Merger Financing on the same terms and conditions as all other Lenders in such Reverse Merger Financing in accordance with terms of this Section 8.
Reverse Merger Transaction. Upon the consummation of the a Reverse Merger Transaction, the face value of each Note, plus all accrued and unpaid interest thereon automatically, by the terms of the Note, shall be exchanged into the Reverse Merger Financing on a dollar for dollar basis in the applicable dollar amount at the per share offering price of the securities in such Reverse Merger Financing on the same terms and conditions as all other investors in such Reverse Merger Financing. Upon such exchange, the Notes will be immediately cancelled upon delivery of the securities.
Reverse Merger Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to the members of Vigilant Document Services, LLC, a Florida limited liability company (“VDS”), pursuant to that certain Agreement and Plan of Merger dated as of December 10, 2010 by and among the Company, Clean Slate Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and the Company preferred shareholders (the “Merger Agreement”). Pursuant to the Merger Agreement, VDS will merge with and into Merger Sub, with Merger Sub being the surviving corporation and the Company’s wholly-owned subsidiary. Each membership interest of VDS outstanding immediately prior to the effective time of the merger will be converted into shares of the Company’s Common Stock (the “Reverse Merger Transaction”).
Reverse Merger Transaction. The Company shall use best efforts to consummate a reverse merger transaction with Tripath substantially on the terms provided for in the Disclosure Schedule, as supplemented and filed with the Bankruptcy Court in connection with Tripath’s bankruptcy proceeding (such merger, the “Reverse Merger”), no later than April 30, 2008 (unless otherwise extended to a later date by the prior written consent of each Purchaser) (the “Reverse Merger Deadline”). If the Company fails to consummate the merger by the Reverse Merger Deadline, or if the bankruptcy court finally determines not to approve the plan of reorganization which includes the Reverse Merger, then the Company shall ratably issue to the Purchasers an aggregate of 5,454,545 shares of Common Stock, subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock. Notwithstanding the foregoing, the Company shall not be required to issue the 5,454,545 shares if the Company’s failure to consummate the Reverse Merger is the result of the withdrawal of the Purchasers (as plan proponents) of the plan of reorganization in the bankruptcy proceeding. Such shares shall be issued within 3 Trading Days of the earliest to occur of the Reverse Merger Deadline and the date that the bankruptcy court rejects such plan.
Reverse Merger Transaction. The parties acknowledge and agree that the transactions contemplated by this Agreement are being undertaken as part of a series of consecutives steps in a Reverse Merger Transaction, pursuant to which:
Reverse Merger Transaction. Prior to the First Closing, the Reverse Merger Transaction shall have been consummated and a Certificate of Merger shall have been received from the BVI Registrar of Companies by Shen Kun.
