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:
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. 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 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. Nyxio Technologies Corporation (f/k/a LED Power Group, Inc.) By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Chief Financial Officer Company: Nyxio Technologies Corporation By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Chief Executive Officer COUNTERPART SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT The undersigned does hereby agree to be bound by all of the terms and provisions of the Share Exchange Agreement, including all exhibits and schedules attached thereto, dated July 5, 2011, by and among, Nyxio Technologies Corporation (f/k/a LED Power Group, Inc.), a Nevada corporation (“Pubco”) on one hand, and Nyxio Technologies Corporation, an Oregon corporation (the “Company”) and each of the shareholders of the Company (each a “Selling Shareholder” and collectively, the “Selling Shareholders”), on the other hand. Selling Shareholder: By: Print Name: Company: Title: EXHIBIT A DISTRIBUTION OF EXCHANGE SHARES AND WARRANTS TO SELLING SHAREHOLDERS Name of Selling Shareholder No. of Exchange Shares Allocation of Warrants Xxxxxxx Xxxxxxx 19,125,000 37,500,000 Fairlane Holdings Inc. 1,687,500 - Exchequer Finance Inc. 1,687,500 - EXHIBIT B FORM OF COMMON STOCK PURCHASE WARRANT EXHIBIT C FORM OF SHAREHOLDER REPRESENTATION LETTER
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;
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.
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.
