Common Contracts
11 similar null contracts by Cazoo Group LTD, Clear Choice Financial, Inc., Greenbrier Companies Inc, others
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShorepower Technologies Inc. • November 3rd, 2023 • Miscellaneous transportation equipment
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.
Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial InformationVital Energy, Inc. • September 13th, 2023 • Crude petroleum & natural gas
On September 13, 2023, Vital Energy, Inc., a Delaware corporation (“Vital” or the “Company”), as buyer, entered into a purchase and sale agreement (the “Maple Purchase Agreement”), with Maple Energy Holdings, LLC (“Maple Properties Seller”). Pursuant to the Maple Purchase Agreement, Vital agreed to acquire certain oil and natural gas properties (the “Acquired Maple Assets”) located in the Delaware Basin including approximately 15,500 net acres located in Reeves County (“Maple Acquisition”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSCazoo Group LTD • September 30th, 2021 • Retail-auto dealers & gasoline stations
On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo Holdings Limited, a private limited company organized under the law of England and Wales (“Cazoo”) and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”) which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration and (iii) Listco would become tax resident in the United Kingdom following the consummation of the Business Combination.
UPD Holding Corp. Pro Forma Condensed Combined Financial Statements (Unaudited)Upd Holding Corp. • May 4th, 2021 • Blank checks
In February 2021, through a Stock Exchange Agreement (“Exchange Agreement”) in which 100% of the outstanding shares of Vital Behavioral Health Inc were acquired via the issuance of 16,840,000 shares of restricted common stock, the Company acquired the assets and assumed the liabilities of Vital and its two wholly owned subsidiaries; VBH Frankfort LLC (“VBHF”) and VSL Frankfort LLC (“VSLF”). The Company did not incur material acquisition costs associated with the Exchange Agreement.
Infusion Brands International, Inc. Unaudited Condensed Pro Forma Financial Information Transactional Background, Accounting and Basis of PresentationInfusion Brands International, Inc. • August 15th, 2011 • Perfumes, cosmetics & other toilet preparations
On May 9, 2011, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with HSE and the holders of 100% of the issued and outstanding common stock of HSE pursuant to which we purchased 50% of the issued and outstanding HSE Shares for an aggregate purchase price of 50,000 Euros ($75,154 based upon the exchange rate on the transaction date). HSE, which is located in Baleares, Spain, is engaged in the development and retail sale of consumer products throughout most of Europe, in particular, HSE's flagship product is the Dual Saw by Startwin. Through this acquisition, we became the principle owners of the intellectual property related to Dual Saw in geographic regions whereby Startwin already took ownership of this trademark right. By combining our enterprises, we believe this acquisition helps to unify the worldwide brand for Dual Saw. Moreover, with a global presence this acquisition will help open channels of distribution for cross border promotion of our other resp
ContractGrid Petroleum Corp. • April 21st, 2011 • Gold and silver ores
Effective January 20, 2011, we entered into a Shared Exchange Agreement with Joaquin Basin Resources Inc.(the “Joaquin Inc.”), a Nevada corporation incorporated on September 9, 2010, and designated therein as the “Seller”, and its stockholders designated therein as the “Selling Shareholders” (the “Agreement”). Pursuant to the provisions of the Agreement, we agreed to issue to the Selling Shareholders (i) 62,000,000 shares of our common stock and (ii) 2,076,324 shares of our convertible preferred stock, in exchange for the transfer and delivery to us by the Selling Shareholders of the 62,000,000 shares of common issued by the Seller, which are all of the issued and outstanding securities of the Seller. As result of the transaction contemplated by the Agreement, the Seller will become our wholly owned subsidiary.
ContractPacific Office Properties Trust, Inc. • October 29th, 2008 • Real estate investment trusts
On March 19, 2008, Arizona Land Income Corporation, an Arizona corporation (“AZL”), and POP Venture, LLC, a Delaware limited liability company (“Venture”), consummated the transactions (the “Transactions”) contemplated by that certain Master Formation and Contribution Agreement, dated as of October 3, 2006, as amended (the “Master Agreement”). As part of the Transactions, in order to effect a change in AZL’s state of incorporation, AZL merged with and into its wholly-owned subsidiary (the “Reincorporation”), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), with POPT as the surviving corporation. As contemplated by the Master Agreement, substantially all of the assets and certain liabilities of AZL and substantially all of the commercial real estate assets and related liabilities of Venture were contributed to a newly formed umbrella partnership, Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” or “UPREIT”), in which POP
Pro-Forma Financial Statements :Technology Solutions Company • May 9th, 2008 • Services-computer integrated systems design
On May 5, 2008, with an effective date of April 30, 2008, Technology Solutions Company (the “Company”) and EnteGreat Solutions, LLC (“EnteGreat”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell and EnteGreat agreed to acquire substantially all of the assets and assume certain liabilities of the Company’s SAP practice (the “Practice”) together with certain other assets, liabilities, properties and rights of the Company relating to its SAP services business.
INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSInverness Medical Innovations Inc • September 5th, 2007 • In vitro & in vivo diagnostic substances
On June 4, 2007, we entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which we agreed to acquire Cholestech Corporation (“Cholestech”) through the merger of our wholly owned subsidiary, Iris Merger Sub, Inc., with and into Cholestech (the “Merger”). Cholestech is a leading provider of diagnostic tools and information for immediate risk assessment and therapeutic monitoring of heart disease and inflammatory disorders. The completion of the Merger is subject to various closing conditions, including obtaining the approval of Cholestech stockholders. The Merger is intended to qualify as a reorganization for United States federal income tax purposes and is expected to close during the third quarter of 2007.
CLEAR CHOICE FINANCIAL, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENT NOTESClear Choice Financial, Inc. • August 30th, 2006 • Investment advice
On May 31, 2006, Clear Choice Financial, Inc., (“CCF”) consummated the acquisition (the “Acquisition”) of Bay Capital Corp., (“Bay”). The stock purchase agreement, (“SPA”) was previously filed with our 10-QSB on February 10, 2006, whereby the original terms of the SPA outlined the purchase of all of Bay’s then outstanding stock. Amendments 1-4 to the SPA are attached as exhibits to this 8-K filing and should be read in conjunction with the original filed document.
Guarantor/Non GuarantorGreenbrier Companies Inc • July 27th, 2005 • Railroad equipment
On May 11, 2005, $175 million of Senior Notes due 2015 were issued by The Greenbrier Companies (Parent). The Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Greenbrier’s wholly owned subsidiaries: Autostack Corporation, Greenbrier-Concarril, LLC, Greenbrier Leasing Corporation, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services, LLC, Greenbrier Leasing, L.P., Greenbrier Railcar, Inc., Gunderson, Inc., Gunderson Marine, Inc., Gunderson Rail Services, Inc., and Gunderson Specialty Products, LLC. No other subsidiaries guarantee the Senior Notes.
