Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Agronix Inc)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1i) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2ii) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in paragraph (1) of this Agreement Section 6.2(d) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3iii) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents, and (iii) there are no existing liabilities as of the Closing Date except as set forth on Schedule 3.13 to this Agreement.
(4iv) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued in the Private Placement, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(v) The letter required by Section 4.01 of Form 8K in connection with ▇▇▇▇ ▇▇▇▇▇, CPA & Associates, PC’s resignation as auditor of Parent and the appointment of ▇▇▇▇▇▇▇▇▇ Kass & Co.
(i) The executed resignations of all of the directors and officers of Parent, with the officer resignations to take effect at the Effective Time and the director resignations to take effect pursuant to Section 5.4 herein, and (ii) executed releases and indemnification agreements from each of the officers and directors in the form attached hereto as Exhibits H and I.
(vii) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5viii) Such additional supporting documentation Evidence that Parent has all tax returns required to be filed in the state of Delaware and any other information with respect required jurisdiction, and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns other than the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably requestamounts referenced in Section 1.9 hereof about which the Internal Revenue Service has yet to make a final determination.
Appears in 1 contract
Sources: Merger Agreement (XCel Brands, Inc.)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate articles or certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Corporate Stock Transfer, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 9,106,250 shares of Parent Common Stock.
(6) The executed resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as officers of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of ▇▇. ▇▇▇▇▇▇ as a director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder.
(7) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company issued by the Secretary of State of the State of Delaware Colorado and evidence that the Company Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(58) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado.
(9) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Entity post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Entity, except for the Holdover Employees.
(10) The Company Equityholder Consent.
(11) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (WestMountain Alternative Energy Inc)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries or other appropriate officer, authorizing and approving the Merger and the execution, delivery and performance of the Merger Documents this Agreement and all other documents and instruments to be delivered by them pursuant hereto and theretohereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries or other appropriate officer of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary or other appropriate officer of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate certificate of Mergermerger with the Secretary of State of the State of Delaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documentsthis Agreement.
(4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) The executed resignations of all directors and officers of Parent as required by this Agreement, with the director resignations to take effect following the notice period required by federal law, and executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion.
(6) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryDelaware.
(57) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (New York Global Innovations Inc.)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Empire Stock Transfer Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Empire Stock Transfer Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 1,527,500 shares of Parent Common Stock.
(i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time.
(7) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretaryPresident and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, that (i) except for the filing of the Certificate of Merger: (i) , all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Signature Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding.
(5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date.
(6) Evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of the Company each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(57) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 2,775,000 shares of Parent Common Stock.
(i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Robert Ferguson and, in the form attached hereto as EXHIBIT F
(▇) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's board of Directors directors and the stockholders sole stockholder of the CompanyParent, certified by the Secretary of the Companyits Secretary, authorizing and approving the Merger and the execution, delivery and performance of the Merger Documents this Agreement and all other documents and instruments to be delivered by them pursuant hereto and theretohereto.
(2) A certificate of incumbency executed by the Secretary of the Company Parent certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of Parent, certifying that, except for the filing of the Certificate certificate of Mergermerger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documentsthis Agreement.
(4) A certificate of Parent's transfer agent and registrar, certifying as of the business day prior to the Effective Time, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion.
(6) Evidence as of a recent date of the good standing and corporate existence of the Company Parent issued by the Secretary of State of the State its states of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryincorporation.
(57) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate articles or certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Corporate Stock Transfer, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 9,517,402 shares of Parent Common.
(6) An agreement in writing from EKS&H, LLLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm.
(7) The executed resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇ as officers of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of ▇▇. ▇▇▇▇▇▇ as a director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder.
(8) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company issued by the Secretary of State of the State of Delaware Colorado and evidence that the Company Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(59) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado.
(10) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Corporation post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Corporation, except for the Holdover Employees.
(11) The Company Stockholder Consent.
(12) The signed lock-up agreements referenced in Section 1 of this Agreement.
(13) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (WESTMOUNTAIN Co)
Supporting Documents. Parent and Acquisition Corp. shall have received the following:
(1) Copies of resolutions of the Board of Directors and the stockholders Stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s 's Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in Iowa and each other state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5) Employment Agreements between Parent and each of the following individuals: R▇▇▇▇▇ ▇▇▇▇, J▇▇▇▇ ▇▇▇▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and D▇▇▇▇ ▇▇▇▇▇▇▇▇, each of which agreements shall be effective as of the Closing Date.
(6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Birch Branch Inc)
Supporting Documents. Parent and Acquisition Corp. shall have received the following:
(1i) Copies of resolutions of the Board of Directors and the stockholders Stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2ii) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3iii) A certificate, dated the Closing Date, executed by the Company’s SecretaryPresident and Chief Executive Officer, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(4iv) Evidence as of a recent date within ten (10) days of the Effective Time of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryDelaware.
(5v) A representation letter substantially in the form attached hereto as Exhibit J executed by each of the Directors of the Company pursuant to which each such individual shall represent and warrant to Parent that he has no knowledge of any fact or circumstance that would cause any representation or warranty of the Company set forth herein to be false or misleading in any material respect.
(vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate articles or certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Corporate Stock Transfer, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the Closing Date, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Merger, is no more than 1,950,500 shares of Parent Common Stock.
(6) An agreement in writing from Cordovano and Honeck, P.C., in form and substance reasonably satisfac▇▇▇▇ ▇▇ ▇he Co▇▇▇▇▇, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm.
(i) The executed resignations of Zen Zachariah Pool III, Susan Pool and Walter C. Nathan as directors and officers of Parent, ▇▇▇▇ the office▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇o take effect at the Effective Time, with the resignation of Ms. Pool as director to take effect at the Effective Time, and with the resignations of Messrs. Pool and Nathan to take effect upon compliance with Section 14(f) of the Excha▇▇▇ ▇▇t and rules promulgated thereunder, (ii) executed releases from Zen Zachariah Pool III, Susan Pool and Walter C. Nathan, and an indemnity by the Company of M▇. ▇▇ol and Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the time period between the Effective Time and ▇▇▇▇▇▇▇▇▇e with Section 14(f) of the Exchange Act and rules promulgated thereunder, in the form attached hereto as Exhibit I, and (iii) stock powers executed in blank by Zen Zachariah Pool III and Walter C. Nathan evidencing the cancellation of an aggregate of 7,733▇▇▇ ▇▇▇ ▇▇▇,▇▇▇ shares of Parent Common Stock owned by them, respectively, in consideration for $280,000 and the agreement described in clause (8) below, with an additional $20,000 being paid separately to counsel to Parent for legal fees.
(8) An acquisition agreement in writing from Parent, in form and substance reasonably satisfactory to the Company, to sell its pottery kiln business, including all of the issued and outstanding shares of its subsidiary Zen Raku Enterprises, Inc., to Zen Zachariah Pool III promptly after the Effective Time.
(9) Evidence in form and substance reasonably satisfactory to the Company of the termination as of or prior to the Effective Time of (i) the Management Agreement between Parent and Mile Hi Ceramics, Inc., and (ii) all of Parent's agreements with manufacturer's representatives. (10) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company issued by the Secretary of State of the State of Delaware Colorado and evidence that the Company Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. shall have received the following:
(1) Copies of the Company Equityholder Consent and resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate Articles of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s 's Secretary, certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Texas and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (WestMountain Alternative Energy Inc)
Supporting Documents. Parent and Acquisition Corp. Sibling shall have received the following:
(1i) Copies of resolutions of the Board of Directors and the stockholders of the CompanySona, certified by the Secretary of the CompanySona, authorizing and approving the execution, delivery and performance of the Merger Acquisition Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2ii) A certificate of incumbency executed by the Secretary of the Company Sona certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Company Sona delivered to Parent and Acquisition Corp. Sibling at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3iii) A certificate, dated the Closing Date, executed by the CompanySona’s Secretary, certifying that, except for the filing of the Certificate of Merger: :
(iA) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Acquisition shall have been duly made or obtained, and all material consents by third parties that are required for the Merger Acquisition have been obtained; and (iiB) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Acquisition Documents.
(4iv) The executed resignation of ▇▇▇▇ ▇▇▇▇▇▇▇, as an officer and director of Sona, with the resignations to take effect at the Closing Date.
(v) Evidence as of a recent date of the good standing and corporate existence of the Company Sona issued by the Secretary of State of the State of Delaware Texas and evidence that the Company Sona is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. Sibling may reasonably requestrequest including, but not limited to, the acceptance of the executive compensation agreements referred to in Section 3.19 hereof and the agreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective board of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Action Stock Transfer Corp., Parent’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Action Stock Transfer Corp., Parent’s transfer agent and registrar, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Private Placement and the Merger, is no more than 6,000,000 shares of Parent Common Stock.
(6) An agreement in writing from Most & Company, LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm.
(i) The executed resignations of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ as directors and officers of Parent, with the director resignations to take effect at the Effective Time, (ii) executed releases from each of Messrs. ▇▇▇▇▇ and ▇▇▇▇ in the form attached hereto as Exhibit I, and (iii) stock powers executed in blank by Messrs. ▇▇▇▇▇ and ▇▇▇▇ (and/or their respective affiliates) evidencing the cancellation of an aggregate of 87,831,270 shares of Parent Common Stock owned by them in consideration for $100.00.
(8) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary or Department of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5) . Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Odyne Corp)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel:
(1i) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole shareholder of the Company, certified by the Secretary of the CompanyAcquisition Corp., authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3ii) A certificate, dated the Closing Date, executed by R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as Director of each of the Company’s SecretaryParent and Acquisition Corp., certifying as to satisfaction of the conditions set forth in Section 7.2(c) and certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4iii) The executed resignations of the Parent’s Board of Directors and Executive Officers, with the resignations to take effect at the Effective Time.
(iv) Evidence as of a recent date within 10 days of the Effective Time of the good standing and corporate existence of the Company Parent issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryDelaware.
(5v) Evidence as of a date within 10 days of the Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware.
(vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Vyrex Corp)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective Boards of Directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate Articles or Certificates of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Olde Monmouth Stock and Transfer, Co., Parent’s transfer agent and registrar, certifying as of the most recent practicable date prior to the Closing Date, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, Parent’s counsel, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, but prior to the closing of the Merger, is no more than 1,101,250 shares of Parent Common Stock.
(6) An agreement in writing from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Associates, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm and confirming that they know of no reason that such firm would not be able to deliver their consent to the inclusion of such audit reports in the registration statement contemplated by the Private Offering.
(i) The executed resignation of ▇▇▇▇▇▇ ▇▇▇▇ as the sole director and officer of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of ▇▇▇▇▇▇ ▇▇▇▇ as director to take effect at the later of (x) the Effective Time, and (y) upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, (ii) an executed release from ▇▇▇▇▇▇ ▇▇▇▇ except as to the right to be indemnified as a director with respect to the time period, if any, between the Effective Time and compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, in the form attached hereto as Exhibit E, and (iii) stock certificates and stock powers executed in blank by ▇▇▇▇▇▇ ▇▇▇▇ evidencing the transfer to Parent for cancellation of an aggregate of 29,075,000 shares of Parent Common Stock owned by him, in consideration for $300,000 (of which $50,000 has been paid prior to the date hereof), the agreement described in clause (8) below and the delivery to Parent of evidence satisfactory to the Company of the satisfaction in full and cancellation of any indebtedness owed by Parent to ▇▇▇▇▇▇ ▇▇▇▇.
(8) An acquisition agreement in writing from Parent, in form and substance reasonably satisfactory to the Company, to sell all of the issued and outstanding shares of its subsidiary, Action Wireless, to ▇▇▇▇▇▇ ▇▇▇▇ promptly after the Effective Time, which agreement shall contain the assumption by Action Wireless of any and all liabilities of Parent in respect of all periods prior to the Effective Time (other than liabilities arising under this Agreement) and an indemnification of Parent by Action Wireless and ▇▇▇▇▇▇ ▇▇▇▇ therefrom.
(9) The Private Offering shall have been consummated with not less than $2,000,000 in gross proceeds received by the Company.
(10) The Jumbo 8-K shall have been prepared in a form satisfactory to the Company and in condition suitable for filing with the Commission.
(11) Evidence as of a recent date of the good standing and corporate existence of Parent made available to the Company issued by the Secretary of State of the State of Delaware Florida and evidence that the Company Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(512) Evidence that Parent has filed all tax returns required to filed with the Internal Revenue Service or in the State of Florida and that Parent has no liabilities or penalties for failure to timely file tax returns.
(13) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware.
(14) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. shall have received the following:
(1) Copies of resolutions of the Board of Directors and the stockholders Stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate Articles of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (LG Holding Corp)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate articles or certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Corporate Stock Transfer, Inc., Parent’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date but prior to the closing of the Merger, is no more than 1,530,600 shares of Parent Common Stock including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Parent.
(6) An agreement in writing from Ron▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm.
(i) The executed resignation of All▇▇ ▇▇▇▇ ▇▇ an officer of Parent, with the officer resignation to take effect at the Effective Time, and with the resignation of Mr. ▇▇▇▇ ▇▇ a director to take effect upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. Parent will enter into an Indemnification Agreement with Mr. ▇▇▇▇ ▇▇ the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and his resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder.
(8) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company issued by the Secretary of State of the State of Delaware Nevada and evidence that the Company Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(59) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado.
(10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (LG Holding Corp)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Merger Documents Statement of Merger, the Certificate of Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (1) above and further certifying that the Certificate articles or certificates of Incorporation incorporation and Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and Agreement, the Certificate of Merger Merger, the Certificate of Merger, the Certificate of Amendment and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Colorado.
(5) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryColorado.
(56) No more than 15% of the Stockholders of the Company shall have voted against the Merger or shall have demanded or exercised their appraisal rights pursuant Section 262 of the DGCL.
(7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Xedar Corp)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel:
(1i) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole shareholder of the Company, certified by the Secretary of the CompanyAcquisition Corp., authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3ii) A certificate, dated the Closing Date, executed by R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Director of each of the Company’s SecretaryParent and Acquisition Corp., certifying as to satisfaction of the conditions set forth in Section 7.2(c) and certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4iii) The executed resignations of the Parent’s and Acquisition Corp.’s respective Boards of Directors and Executive Officers, with the resignations to take effect at the Effective Time.
(iv) Evidence as of a recent date within 10 days of the Effective Time of the good standing and corporate existence of the Company Parent issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryDelaware.
(5v) Evidence as of a date within 10 days of the Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware.
(vi) The Nagar Employment Agreement duly executed by the Parent.
(vii) The Deshusses Employment Agreement duly executed by the Parent.
(viii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Powerverde, Inc.)
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock.
(i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F
(▇) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective board of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Empire Stock Transfer, Parent’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) An agreement in writing from ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, PLLC, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm.
(6) The executed resignation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ his positions as sole officer and director of Parent, which resignation is to take effect at the Effective Time, and (ii) stock powers executed in blank, with signatures medallion guaranteed, evidencing the cancellation of an aggregate of 32,076,890 shares of Parent Common Stock owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(7) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(58) Evidence that Parent has filed all tax returns required to be filed with the United States Internal Revenue Service and the State of Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns.
(9) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following:
(1) Copies of resolutions of the Board Parent's and Acquisition Corp.'s respective board of Directors directors and the stockholders sole stockholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement paragraph (i) above and further certifying that the Certificate certificates of Incorporation incorporation and Bylaws by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s SecretarySecretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(4) A certificate of Register and Transfer Company, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued in the Private Placement, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) A letter from Register and Transfer Company, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, but prior to the closing of the Private Placement and the Merger, is no more than 1,850,000 shares of Parent Common Stock.
(i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from each of Sean Miller, Rose Cabasso, Thomas Fastiggi, Lisa Beach and Vince▇▇ ▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇ ▇▇▇▇che▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇BIT ▇.
(▇) Evidence as of a recent date of the good standing and corporate existence of each of the Company Parent and Acquisition Corp. issued by the Secretary of State of the State their respective states of Delaware incorporation and evidence that the Company is Parent and Acquisition Corp. are qualified to transact business as a foreign corporation corporations and is are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it them or the nature of its their activities makes such qualification necessary.
(5) 8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.
Appears in 1 contract
Supporting Documents. Parent and Acquisition Corp. shall have received the following:
(1) Copies of resolutions of the Board of Directors and the stockholders shareholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and Bylaws By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary Department of State of the State of Delaware New York and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
(5) Employment Agreements between Parent and each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.
Appears in 1 contract
Sources: Merger Agreement (Odyne Corp)