CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Shareholders in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of Company contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Company contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Company on or prior to the Closing Date; (d) the Company shall represent and warrant that it has no outstanding debts or liabilities other than those disclosed in the Company’s filings with the Securities and Exchange Commission; (e) the Company shall represent and warrant that it has filed all federal, state and local income tax returns and paid any and all outstanding taxes; (f) the Shareholders shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers) executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) hereof; (g) the Shareholders shall have been furnished by the Company with Certificates of Good Standing in the Company’s state of incorporation; (h) pursuant to Section 4.27 of this Agreement, the Company shall furnish the Shareholders with evidence that the Company is clear for trading on the OTCBB with at least two (2) market makers and a valid trading symbol; (i) the Company shall furnish the Shareholders with confirmation that there are no outstanding SEC or other regulatory comments or investigations concerning the Company; (j) the Company shall fully and effectively complete the Recapitalization, as further described in Section 2.2 of this Agreement; (k) the Company shall increase its authorized shares of common stock from 75,000,000 shares to 260,000,000 shares and create 10,000,000 shares of “blank check” preferred stock, and file a certificate of amendment with the Nevada Secretary of State to effect such actions; (l) the Company shall cause its shareholders to deliver 62,700,000 restricted and 7,296,000 free trading shares, together with duly executed stock powers, to the Escrow Agent along with a letter of indemnity by Dynasty; (m) all officers and members of the Board of Directors of the Company, but one, shall have provided an undated resignation and shall have appointed S▇▇▇▇ ▇▇▇▇ as Chairman of the Board and K▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Director of the Company; (n) The name of the corporation shall be changed from Olympic Wedding to “CornerWorld Corporation”; (o) there shall not be in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (p) the Shareholders shall have obtained all consents and waivers referred to in Section 4.6(b) hereof, in a form reasonably satisfactory to the Company, with respect to the transactions contemplated by this Agreement and the Shareholder Documents;
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Shareholders in whole or in part to the extent permitted by applicable law):
(a) Certificates representing the Shareholders' share of the Exchange Shares as set forth in Annex A hereto shall have been, or shall at the ------- Closing be, validly delivered and transferred to the Shareholders, free and clear of any and all Liens except for restrictions on transferability under applicable Federal and state securities laws;
(b) all representations and warranties of Company CPI contained herein shall be true and correct as of the date hereof and as of the Closing Datehereof;
(bc) all representations and warranties of the Company CPI contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Company CPI contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;
(cd) the Company CPI shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Company CPI on or prior to the Closing Date;
(d) the Company shall represent and warrant that it has no outstanding debts or liabilities other than those disclosed in the Company’s filings with the Securities and Exchange Commission;
(e) the Company shall represent and warrant that it has filed all federal, state and local income tax returns and paid any and all outstanding taxes;
(f) the Shareholders shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers) executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) hereof;
(g) the Shareholders shall have been furnished by the Company with Certificates of Good Standing in the Company’s state of incorporation;
(h) pursuant to Section 4.27 of this Agreement, the Company shall furnish the Shareholders with evidence that the Company is clear for trading on the OTCBB with at least two (2) market makers and a valid trading symbol;
(i) the Company shall furnish the Shareholders with confirmation that there are no outstanding SEC or other regulatory comments or investigations concerning the Company;
(j) the Company shall fully and effectively complete the Recapitalization, as further described in Section 2.2 of this Agreement;
(k) the Company shall increase its authorized shares of common stock from 75,000,000 shares to 260,000,000 shares and create 10,000,000 shares of “blank check” preferred stock, and file a certificate of amendment with the Nevada Secretary of State to effect such actions;
(l) the Company shall cause its shareholders to deliver 62,700,000 restricted and 7,296,000 free trading shares, together with duly executed stock powers, to the Escrow Agent along with a letter of indemnity by Dynasty;
(m) all officers and members of the Board of Directors of the Company, but one, shall have provided an undated resignation and shall have appointed S▇▇▇▇ ▇▇▇▇ as Chairman of the Board and K▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Director of the Company;
(n) The name of the corporation shall be changed from Olympic Wedding to “CornerWorld Corporation”;
(o) there shall not be in effect any Order by a Governmental or Regulatory Authority Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(pf) the Shareholders there shall not have been or occurred any Material Adverse Change with respect to CPI; and
(g) no Legal Proceedings shall have obtained all consents and waivers referred to in Section 4.6(b) hereofbeen instituted or threatened or claim or demand made against the Shareholders, in a form reasonably satisfactory to the Company, or CPI seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by this Agreement and a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Shareholder Documents;consummation of the transactions contemplated hereby.
Appears in 1 contract
Sources: Share Exchange Agreement (Caring Products International Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Shareholders in whole or in part to the extent permitted by applicable law):
(a) Certificates representing the Shareholders' share of the Exchange Shares as set forth in Annex A hereto shall have been, or shall at the Closing be, validly delivered and transferred to the Shareholders, free and clear of any and all Liens except for restrictions on transferability under applicable Federal and state securities laws;
(b) all representations and warranties of Company Jaguar contained herein shall be true and correct as of the date hereof and as of the Closing Datehereof;
(bc) all representations and warranties of the Company Jaguar contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Company Jaguar contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;
(cd) the Company Jaguar shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Company Jaguar on or prior to the Closing Date;
(d) the Company shall represent and warrant that it has no outstanding debts or liabilities other than those disclosed in the Company’s filings with the Securities and Exchange Commission;
(e) the Company shall represent and warrant that it has filed all federal, state and local income tax returns and paid any and all outstanding taxes;
(f) the Shareholders shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the SellersShareholders) executed by the Chief Executive Officer and Chief Financial Officer of the Company Jaguar certifying as to the fulfillment of the conditions specified in Sections 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(c7.2(c); and
(f) hereof;Jaguar shall have obtained all consents and waivers referred to in Section 6.3 hereof in the form reasonably satisfactory to the Shareholders, with respect to the transactions contemplated by this Agreement and the Jaguar Documents.
(g) the Shareholders shall have been furnished by the Company with Certificates of Good Standing in the Company’s state of incorporation;
(h) pursuant to Section 4.27 of this Agreement, the Company shall furnish the Shareholders with evidence that the Company is clear for trading on the OTCBB with at least two (2) market makers and a valid trading symbol;
(i) the Company shall furnish the Shareholders with confirmation that there are no outstanding SEC or other regulatory comments or investigations concerning the Company;
(j) the Company shall fully and effectively complete the Recapitalization, as further described in Section 2.2 of this Agreement;
(k) the Company shall increase its authorized shares of common stock from 75,000,000 shares to 260,000,000 shares and create 10,000,000 shares of “blank check” preferred stock, and file a certificate of amendment with the Nevada Secretary of State to effect such actions;
(l) the Company shall cause its shareholders to deliver 62,700,000 restricted and 7,296,000 free trading shares, together with duly executed stock powers, to the Escrow Agent along with a letter of indemnity by Dynasty;
(m) all officers and members of the Board of Directors of the Company, but one, shall have provided an undated resignation and shall have appointed S▇▇▇▇ ▇▇▇▇ as Chairman of the Board and K▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Director of the Company;
(n) The name of the corporation shall be changed from Olympic Wedding to “CornerWorld Corporation”;
(o) there shall not be in effect any Order by a Governmental or Regulatory Authority Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(p) the Shareholders shall have obtained all consents and waivers referred to in Section 4.6(b) hereof, in a form reasonably satisfactory to the Company, with respect to the transactions contemplated by this Agreement and the Shareholder Documents;.
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