Common Contracts
146 similar null contracts by Airspan Networks Holdings Inc., Ammo, Inc., Quest Resource Holding Corp, others
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and COMPUTERSHARE TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent 2024-1 EXCHANGE NOTE SUPPLEMENT Dated as of January 2, 2024GM Financial Automobile Leasing Trust 2024-1 • February 21st, 2024 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Third Amended and Restated Credit and Security Agreement, dated as of October 3, 2022 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCommunity Health Systems Inc • December 1st, 2023 • Services-general medical & surgical hospitals, nec
On July 24, 2023, certain subsidiaries of the Company entered into a definitive asset purchase agreement, as amended (the “Purchase Agreement”) with Florida Health Sciences Center, Inc., a Florida non-profit corporation, and certain of its affiliates, providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to the following acute care hospitals (and certain related businesses): Bravera Health Brooksville (120 licensed beds) in Brooksville, Florida, Bravera Health Seven Rivers (128 licensed beds) in Crystal River, Florida, and Bravera Health Spring Hill (124 licensed beds) in Spring Hill, Florida, (collectively, the “Bravera Health hospitals”) (the “Transaction”). On December 1, 2023, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the Company in connection with the Transaction at a preliminary closing on November 30, 2023, after giving effect to estimated working capital and p
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and COMPUTERSHARE TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent 2023-3 EXCHANGE NOTE SUPPLEMENT Dated as of July 4, 2023GM Financial Automobile Leasing Trust 2023-3 • August 21st, 2023 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Third Amended and Restated Credit and Security Agreement, dated as of October 3, 2022 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONAirspan Networks Holdings Inc. • August 16th, 2023 • Radio & tv broadcasting & communications equipment
As previously reported, on March 8, 2023, the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60 million in cash (subject to customary adjustments as set forth in the Purchase Agreement) on the terms and subject to the conditions set forth in the Purchase Agreement (the “Mimosa Sale”).
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONAirspan Networks Holdings Inc. • May 31st, 2023 • Radio & tv broadcasting & communications equipment
As previously reported, on March 8, 2023, the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60 million in cash (subject to customary adjustments as set forth in the Purchase Agreement) on the terms and subject to the conditions set forth in the Purchase Agreement (the “Mimosa Sale”).
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and COMPUTERSHARE TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent 2023-2 EXCHANGE NOTE SUPPLEMENT Dated as of April 2, 2023GM Financial Automobile Leasing Trust 2023-2 • May 22nd, 2023 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Third Amended and Restated Credit and Security Agreement, dated as of October 3, 2022 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONAirspan Networks Holdings Inc. • May 12th, 2023 • Radio & tv broadcasting & communications equipment
As previously reported, on March 8, 2023, the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60 million in cash (subject to customary adjustments as set forth in the Purchase Agreement) on the terms and subject to the conditions set forth in the Purchase Agreement (the “Mimosa Sale”).
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnited States Basketball League Inc • March 27th, 2023 • Patent owners & lessors
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
TANCHENG GROUP CO., LTD UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022Tancheng Group Co., Ltd. • March 24th, 2023 • Services-computer programming, data processing, etc.
SHINECO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShineco, Inc. • February 27th, 2023 • Agricultural production-crops
On October 21, 2022, Shineco, Inc. (the “Company”), through its wholly-owned subsidiary, Shineco Life Science Research Co., Ltd. (“Shineco Life Science”), entered into a stock purchase agreement (the “Agreement”) with Beijing Kanghuayuan Medicine Information Consulting Co., Ltd., a company established under the laws of China (“Seller”), and Changzhou Biowin Pharmaceutical Co., Ltd., a company established under the laws of China (“Biowin”), pursuant to which Shineco Life Science would acquire 51% of the issued equity interests of Biowin from Seller (the “Acquisition”). On December 30, 2022, Shineco Life Science closed the acquisition of 51% of the issued equity interests of Biowin. As the consideration for the acquisition, the Company paid to Seller US$9.0 million in cash and the Company issued 3,260,000 shares (the “Shares”) of the Company’s common stock, par value US$0.001 per share (the “Common Stock”) to the equity holders of Biowin or any persons designated by Biowin. According to
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2022, AND FOR THE YEAR ENDED DECEMBER 31, 2021MDxHealth SA • January 20th, 2023 • Services-medical laboratories
On August 2, 2022, MDxHealth SA (“mdxhealth” or the “Company”) entered into an asset purchase agreement (the “Acquisition”) with Genomic Health, Inc., a subsidiary of Exact Sciences Corporation (“Exact Sciences”), to acquire the Oncotype DX® GPS (Genomic Prostate Score®) test from Exact Sciences.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONSunshine Biopharma, Inc • December 12th, 2022 • Services-commercial physical & biological research
Effective October 20, 2022, Sunshine Biopharma, Inc. (“Sunshine” or the “Company”) entered into a Share Purchase Agreement with Nora Pharma Inc. (the “Nora Purchase Agreement”), wherein the Company acquired all of the issued and outstanding shares (the “Shares”) of Nora Pharma Inc. (“Nora”) from Mr. Malek Chamoun. The purchase price for the Shares was $30,000,000 CAD (approximately $21,900,000 USD). The purchase price included a cash payment of $20,000,000 CAD (approximately $14,600,000 USD), plus issuance of 3,700,000 shares of the Company’s Common Stock valued at $5,000,000 CAD (approximately $3,650,000 USD), plus an earn-out amount of $5,000,000 CAD (approximately $3,650,000 USD) payable to Mr. Chamoun, once earned, in a maximum of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Nora Purchase Agreement) above Nora’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the Compa
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONInpixon • October 18th, 2022 • Services-computer programming services
On September 25, 2022, Inpixon (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, KINS Technology Group Inc., a Delaware corporation (“KINS”), CXApp Holding Corp., a Delaware corporation and newly formed wholly-owned subsidiary of Inpixon (“CXApp” and, together with Inpixon, collectively, the “Companies”), and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), pursuant to which KINS will acquire Inpixon’s enterprise apps business (including its workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) (the “Enterprise Apps Business”) in exchange for the issuance of shares of KINS capital stock valued at $69 million (the “Business Combination”) to be issued to Inpixon stockholders.
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer COMPUTERSHARE TRUST COMPANY, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION,GM Financial Automobile Leasing Trust 2022-2 • May 17th, 2022 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender and Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
CBAK ENERGY TECHNOLOGY, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONCBAK Energy Technology, Inc. • March 17th, 2022 • Miscellaneous electrical machinery, equipment & supplies
On July 20, 2021, Dalian CBAK Power Battery Co., Ltd. (“CBAK Power”), a wholly-owned Chinese subsidiary of CBAT, entered into a framework agreement relating to CBAK Power’s investment in Zhejiang Hitrans Lithium Battery Technology Co., Ltd (“Zhejiang Hitrans”), pursuant to which CBAK Power agreed to acquire 81.56% of the registered equity interests (representing 75.57% of paid-up capital) of Zhejiang Hitrans (the “Acquisition”). The Acquisition was completed on November 26, 2021.
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONQuest Resource Holding Corp • February 22nd, 2022 • Services-equipment rental & leasing, nec
On December 7, 2021, Rome Holdings, LLC and M&A Business Consulting, Inc. (collectively, the “Sellers”) entered into a membership interest purchase agreement (the “MIPA”) by and among Quest Sustainability Services, Inc. (“Buyer”) (QSSI), a wholly-owned subsidiary of the Company, RWS Facility Services, LLC (the “Business”) (RWS) and completed the acquisition by Buyer of the Business as set forth in the MIPA. Whereas, Sellers collectively owned (100%) of all of the issued and outstanding membership interest of the Business, which is a full-service management company engaged in the brokering of recycling, waste and sustainability solutions, located in Chadds Ford, PA.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONKubient, Inc. • February 4th, 2022 • Services-computer integrated systems design
On November 30, 2021, Kubient, Inc. (the “Kubient” or the “Company”) entered into and consummated an Asset Purchase Agreement (the “Purchase Agreement”) between the Company and MediaCrossing Inc., a Delaware corporation (“MediaCrossing”), pursuant to which the Company acquired certain assets and liabilities that were critical to continue to operate the business of MediaCrossing for (i) $500,000 in cash and (ii) if the acquired business achieves certain milestones in 2022, up to 822,369 shares of the Company’s common stock, par value $0.00001 per share (the “Earnout Shares”) (the “Transaction”). In accordance with Accounting Standards Codification (“ASC”) 805, the Company determined that the Transaction should be accounted for as a business combination after determining that the acquired set of assets of MediaCrossing, the fair value of which was not concentrated in a single asset or group of similar assets and included (a) cash, (b) prepaid expenses and other current assets, (c) intang
GREENBOX POS, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONGreenBox POS • September 28th, 2021 • Services-management consulting services
On July 13, 2021, Greenbox POS, Inc. (“Company” or “Greenbox”) entered into a Membership Purchase Agreement, by and between Greenbox and Charge Savvy, LLC, a private limited liability company organized in the State of Illinois (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). On July 13, 2021 (the “Closing Date”), the Company completed the acquisition of all outstanding membership interests in Charge Savvy, resulting in Charge Savvy becoming a wholly-owned subsidiary of the Company (the “Acquisition”). quid biopsy platform company.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONArqit Quantum Inc. • September 10th, 2021 • Services-prepackaged software
Pursuant to the Business Combination Agreement dated May 12, 2021 (the “Business Combination Agreement”) by and among Arqit Quantum Inc. (the “Company”), Centricus Acquisition Corp. (“Centricus”), Centricus Heritage LLC, a Cayman Islands limited liability company, solely in its capacity as Centricus’ representative (the “Sponsor”), Arqit Limited, a company limited by shares incorporated in England, David John Williams, solely in his capacity as the Company Shareholders representative, and the shareholders of the Company party thereto: (i) on September 2, 2021, Centricus merged into the Company (the “Merger”), with the Company surviving the merger, and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) became security holders of the Company, and (ii) on September 3, 2021, the Company acquired of all of the issued and outstanding share capital of Arqit Limited from the shareholders of Arqit Limited in exchange f
AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAmmo, Inc. • July 16th, 2021 • Ordnance & accessories, (no vehicles/guided missiles)
On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting, an
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent 2021-2 EXCHANGE NOTE SUPPLEMENT Dated as of April 6, 2021GM Financial Automobile Leasing Trust 2021-2 • June 1st, 2021 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender and Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINACIAL INFORMATIONAmmo, Inc. • May 13th, 2021 • Ordnance & accessories, (no vehicles/guided missiles)
On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting, an
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTVoya INVESTORS TRUST • April 26th, 2021
As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTVoya INVESTORS TRUST • April 26th, 2021
As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.
ContractHealthcare Solutions Management Group, Inc. • April 21st, 2021 • Agricultural prod-livestock & animal specialties
On June 14, 2019, Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“we,” “us, “our” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”).
Applied UV, Inc. Unaudited Pro Forma Condensed Combined Financial InformationApplied UV, Inc. • April 20th, 2021 • Electric lighting & wiring equipment
On February 8, 2021 (“Closing Date”), Applied UV, Inc. and its wholly owned subsidiary SteriLumen, Inc. (“Applied” or the “Company”) completed an Asset Purchase Agreement (“the Purchase Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which Applied purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida (the “Transaction”).
THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED PERIOD AT THE TIME...VOYA RETIREMENT INSURANCE & ANNUITY Co • April 2nd, 2021 • Life insurance
This Contract is a legal contract and constitutes the entire legal relationship between Aetna and the Contract Holder. READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY.
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent 2021-1 EXCHANGE NOTE SUPPLEMENT Dated as of January 5, 2021GM Financial Automobile Leasing Trust 2021-1 • February 26th, 2021 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender and Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIESQuest Resource Holding Corp • December 29th, 2020 • Services-equipment rental & leasing, nec
On October 19, 2020, Green Remedies Waste and Recycling, Inc. entered into an asset purchase agreement (the “APA”) by and among Quest Resource Holding Corporation (QRHC), Quest Resource Management Group, LLC (“Buyer”), a wholly-owned subsidiary of the Company, Green Remedies Waste and Recycling, Inc. (GRWR or “Seller”) and Alan Allred (the “Shareholder”) and completed the acquisition by Buyer of the business operation including substantially all of the assets used in the business of the Seller and assumed certain liabilities of the Seller, as set forth in the APA (the “Acquisition”). Seller is a leading provider of independent environmental services, particularly in multi-family housing, located in Elon, NC.
SINGLEPOINT INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND FOR THE YEAR ENDED DECEMBER 31, 2018SinglePoint Inc. • July 23rd, 2020 • Retail-nonstore retailers
The following unaudited pro forma condensed combined financial statements giving effect to the Asset Purchase Agreement as finalized on May 14, 2019, whereby Singlepoint Inc. (the “Company”), via the formation of Singlepoint Direct Solar (“SDS”), acquired certain assets of Direct Solar LLC, a Delaware Limited Liability Company organized on March 31, 2018 (“Direct Solar”) and AI Live Transfers, LLC (the “Acquisition”). Direct Solar provides services to the solar energy markets in Arizona, New Mexico and Texas. The Company owns 51% of the membership interests of SDS.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTVoya SENIOR INCOME FUND • June 26th, 2020
As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.
ContractReliability Inc • November 14th, 2019 • Instruments for meas & testing of electricity & elec signals
On September 18, 2019, the Company, R-M Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), The Maslow Media Group, Inc. (“Maslow”), Jeffrey Eberwein, Naveen Doki, and Silvija Valleru (together with Dr. Doki, the “Shareholders”) entered into a Merger Agreement (the “Merger Agreement”). The Merger Agreement provided for, among other things, a business combination whereby Merger Sub would merge with and into Maslow, with Maslow as the surviving entity (the “Merger”). The Merger closed in accordance with the terms of the Merger Agreement on October 29, 2019. As a result of the Merger, the separate corporate existence of Merger Sub ceased, and Maslow continued as the surviving corporation and a wholly owned subsidiary of the Company.
Clinigence Holdings, Inc. Pro Forma Condensed Combined Financial Statements (Unaudited)iGambit, Inc. • November 4th, 2019 • Services-business services, nec
On March 1, 2019, the Company entered into a Contribution Agreement by and among Clinigence Holdings, Inc. (“Holdings”), Qualmetrix, Inc., and the Members of Clinigence, LLC (“Agreement”) whereby Clinigence Holdings, Inc. acquired all of the assets and operations and assumed all of the liabilities of Qualmetrix, Inc. The Company acquired QMX to further its SAAS-based offerings to its customers and expand into new markets. The goodwill is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of QMX with the Company. Pursuant to the Agreement, all of the outstanding Series A and Series B Preferred Stock and Common Stock of Qualmetrix, Inc. totaling 34,726,659 shares were exchanged for 5,021,951 common shares of Clinigence Holdings, Inc. All outstanding shares of Qualmetrix, Inc. immediately preceding the exchange were treated as one class. On the date of the transaction, the shares of common stock issue
ACAR LEASING LTD., as Borrower GM FINANCIAL, as Lender and Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent 2019-2 EXCHANGE NOTE SUPPLEMENT Dated as of April 1, 2019GMF Leasing LLC • May 14th, 2019 • Asset-backed securities • New York
WHEREAS, Section 4.1 of the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender and Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and
AMERICAN BRIVISION (HOLDING) CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED COMBINED PRO FORMA FINANCIAL INFORMATIONAmerican BriVision (Holding) Corp • February 14th, 2019 • Pharmaceutical preparations
On January 31, 2018, American BriVision (Holding) Corporation (“ABVC”, the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”) with BioLite Holding, Inc. (“BioLite”), a Nevada corporation, BioKey, Inc. (“BioKey”), a California corporation, BioLite Acquisition Corp. (“Merger Sub 1”), a Nevada corporation and wholly-owned subsidiary of the Company, and BioKey Acquisition Corp. (“Merger Sub 2”), a California corporation and wholly-owned subsidiary of the Company.
