Caracara definition
Examples of Caracara in a sentence
There shall have been no Material Adverse Change in the business, results of operations, assets, liabilities, financial condition or affairs of Caracara since December 31, 2018 other than a reduction of its cash position in order to pay ongoing operating expenses and professional fees or other expenses in connection with the Acquisition.
Caracara is a taxable Canadian corporation for Canadian tax purposes and all Taxes due and payable or required to be collected or withheld and remitted by Caracara have been paid, collected or withheld and remitted as applicable.
There shall be no action or proceeding pending or threatened by any Person in any jurisdiction, or any applicable Laws proposed, enacted, promulgated or applied, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement or which could reasonably be expected to result in a Material Adverse Effect on Caracara.
Caracara covenants and agrees that Subco shall not carry on any business, shall not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Closing Date other than as required to effect the Merger.
No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by Caracara or the Company or its representatives without the prior agreement of the other party as to timing, content and method, hereto, provided that the obligations herein will not prevent any party from making, after consultation with the other party, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSXV or CSE.
Caracara has been conducting its business in compliance in all material respects with all applicable Laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non-compliance, and, to the knowledge of Caracara, there are no facts that would give rise to a notice of noncompliance with any such laws and regulations.
Caracara shall have completed the Share Consolidation on or prior to the Effective Time.
There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Caracara.
Caracara shall deliver or cause to be delivered to the Company Caracara’s Closing Documents as set forth in Section 9.3 in a form satisfactory to the Company, acting reasonably.
In connection with this Agreement, the following actions have been and will be taken by or on behalf of the Seller as follows: after the execution and delivery of this Agreement and prior to the Closing, Company will assign to Seller the Caracara Escrow.