PNCR definition
Examples of PNCR in a sentence
No Legal Proceeding has ever been commenced that involves or affects PNCR or Merger Sub or the assets owned by either of them.
The Company understands that the shares of PNCR New Common Stock to be issued in the Merger will not have been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering.
No claim or Legal Proceeding is pending or has been threatened against or with respect to PNCR in respect of any Tax.
All communications shall be sent to the respective Parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9.8): If to the Company: If to PNCR or Merger Sub: D&C Distributors, LLC Pinecrest Investments Group, Inc.
All Tax Returns required to be filed by or on behalf of PNCR with any Governmental Body before the date hereof (the “PNCR Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to the Company.
PNCR has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all forms and statements required with respect thereto have been properly completed and timely filed.
No fractional shares of PNCR New Common Stock shall be issued in connection with the Merger.
Each of PNCR and Merger Sub has power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on PNCR.
No PNCR Return is currently under examination or audit by any Governmental Body.
PNCR shall not be liable for breach of the covenant set forth in Section 6.1(a) to the extent that its failure to comply therewith is the result of its failure to obtain any requisite regulatory approval.