Post Execution Events Sample Clauses
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Post Execution Events. (1) Except the prior written consent of the Transferees has been acquired, the Transferors warrant that, as from the Execution Date till the Equity Transfer Closing Date
(A) it will use its best efforts to ensure that operation of Shanghai Magma be free from any negative influence;
(B) Shanghai Magma will remain in normal operation, and will not suspend or change in terms of ownership, business scope and operating means. The Transferors will send a notice to the Transferees to seek approval therefrom three days prior to disbursement of any expenditure at or higher than RMB50, 000;
(C) it will not appoint, engage, terminate, replace or dismiss any director, officer or other key employees without prior written consent of the Transferees;
(D) No significant change (including without limitation the assignment or creation of any encumbrance or third parties’ rights) as to financial condition, status or prospect and the value and structure of assets or liabilities of Shanghai Magma will take place, and there exists no damage or loss to the assets of Shanghai Magma (whether insured or not) which will lead to any negative change to or in Shanghai Magma or its condition (financial or otherwise).
(E) Shanghai Magma regularly and continually repays debts to its creditors;
(F) Shanghai Magma will not be obligated to undertake any accelerated repayment of any outstanding loan;
(G) Shanghai Magma will not change its equity structure and articles of association, nor will it distribute its investment proceeds to the Transferors;
(H) Unless as required in the ordinary course of business on a case-by-case basis, Shanghai Magma will not purchase, sell, assign or dispose of any assets of any nature, or release, waive or compromise any credits or claim; and
(I) Except for the liabilities disclosed in the audited financial statement as of the Execution Date and the existing liabilities incurred in the ordinary course of business as from the benchmark date, Shanghai Magma will not pay off or perform any lien or encumbrance or any other (absolute or contingent )obligation or liability.
Post Execution Events. Upon execution of this Agreement, the following --------------------- shall be accomplished:
(a) The resignation of the existing VHI officers and directors and the appointment of new officers and directors as described in Section 11. (f) hereof.
(b) VHI shall promptly, at its expense, fulfill its responsibility to prepare and file: appropriate Current Reports on Form 8-K with the Securities and Exchange Commission (the "SEC"), a post-effective amendment to its registration statement on Form SB-2 and such other filings with the SEC, such as a registration statement and/or proxy filing, as may be required.
(c) VHI shall immediately file an Amendment to its Articles of Incorporation changing its name to "Caribbean American Health Resorts, Inc."
(d) VHI shall immediately file a letter of Notification Pursuant to Rule 10b-17 advising the NASD of the name change and share exchange and file a request for a change of CUSIP number on an expedited basis with the CUSIP Service Bureau of Standard & Poors'.
Post Execution Events. Upon execution of this Agreement, the following shall be actions shall be accomplished and documents executed and delivered as set forth in Exhibit "C" attached and incorporated by reference.
Post Execution Events