Common use of PubCo Clause in Contracts

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) After giving effect to the Split-Off but prior to giving effect to the Merger, Pubco does not have any liabilities, contingent or otherwise, including but not limited to notes payable and accounts payable; and (x) the issued and outstanding share capital of Pubco, immediately prior to Merger, has been duly authorized and is validly issued, are fully paid, non-assessable, and has been issued in accordance with all applicable laws, including, but not limited to, the Securities Act.

PubCo. Each Buyer acknowledges and agrees that no consent of Buyer ▇▇▇▇▇ to the identity of Pubco will be required, provided that in connection with the Merger, the Company obtains representations and warranties from Pubco substantially to the effect 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; (iviii) 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; (viv) 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”) SEC and, to Pubco’s knowledge, no proceedings for that purpose have been initiated or threatened by the SEC; (viv) 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; (viivi) 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); (viiivii) 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) After giving effect to the Split-Off but prior to after giving effect to the Merger, Pubco does will not have any direct (unconsolidated) liabilities, contingent or otherwise, including but not limited to notes payable and accounts payable; and (xviii) the issued and outstanding share capital of Pubco, immediately prior to Merger, has been duly authorized and is validly issued, are fully paid, non-assessable, and has been issued in accordance with all applicable laws, including, but not limited to, the Securities Act.