USRH definition
Examples of USRH in a sentence
TECHNOL and USRH shall promptly take such action as may be necessary to call special meetings of their respective shareholders to authorize the consummation of this agreement and the matters herein provided, and each will recommend to its shareholders that this agreement and the matters herein provided, and all other matters necessary or incident thereto, be approved, authorized, and consummated.
Upon and subject to the terms and conditions herein stated, USRH shall acquire from TECHNOL's shareholders, whose signatures appear below, whom shall transfer, assign, and convey to USRH all of the issued and outstanding shares of TECHNOL's common stock to USRH in exchange for 18,260,000 shares of USRH newly issued stock.
In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by USRH and TECHNOL with their warranties and undertakings contained herein, USRH shall issue and deliver to TECHNOL one or more stock certificates registered in the name of the undersigned shareholders of TECHNOL, on a pro-rata basis totaling 11,260,000 in exchange for 1,185,600 shares of TECHNOL Common stock constituting 100% of the issued and outstanding shares of TECHNOL.
At any time and from time to time after the time of closing, USRH will execute and deliver to TECHNOL and TECHNOL will execute and deliver to USRH such further conveyances, assignments, and other written assurances as TECHNOL or USRH shall reasonably request in order to vest and confirm TECHNOL's shareholders and USRH, respectively, title to the shares and/or assets to be and intended to be transferred, assigned, and conveyed hereunder.
By virtue of the transaction, USRH shall acquire TECHNOL as a going concern, including all of the properties and assets of TECHNOL of every kind, nature, and description, tangible and intangible, wherever situated, including, without limiting the generality of the foregoing, its business as a going concern, its goodwill, and the corporate name (subject to changes referred to or permitted herein or occurring in the ordinary course of business prior to the time of closing provided herein).
USRH is not a party to or threatened by any litigation, proceeding, or controversy before any court or administrative agency which might result in any change in the business or properties of USRH or which change would be substantially adverse taking into account the entire business and properties of USRH; USRH is not in default with respect to any judgment, order, writ, injunction, decree, rule, or regulation of any court or administrative agency.
TECHNOL and its shareholders have the corporate right and authority to acquire and operate the properties and business now owned and operated by it and to issue and deliver the number of shares of its Common stock required to be issued hereunder to USRH.
USRH has paid all taxes claimed to be due by state and local taxing authorities and has not been examined by representatives of the United States Internal Revenue Service for federal taxes since inception.
Upon, and immediately subsequent to, the aforementioned acquisition, USRH will merge into its wholly-owned subsidiary (TECHNOL) under Section 7-7106 of the Colorado Corporations Code.
As a condition of this payment, US Receivables and S▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., which has the same officer, director and majority shareholder structure as US Receivables, will become private entities with no public affiliation with either Technol or USRH, excepting any individual shareholder positions.