Conditions to Obligations of Acquiree. The obligation of Acquiree to consummate the Share Exchange is subject to the satisfaction (or waiver by Acquiree) of the following additional conditions: (a) Acquiror shall have obtained (and shall have provided copies thereof to Acquiree) the written consents of (i) all of the members of its Board of Directors, (ii) all of the members of the Board of Directors of Split-Off Subsidiary, and (iii) the sole stockholder of Split-Off Subsidiary, in each case to the execution, delivery and performance by the each such entity of this Agreement and/or the other Transaction Documentation to which each such entity a party, in form and substance reasonably satisfactory to Acquiree; (b) Acquiror shall have obtained (and shall have provided copies thereof to Acquiree) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Acquiror, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Acquiror Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Acquiror set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the aggregate, do not have a Acquiror Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) Acquiror shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no material Legal Proceedings shall be pending or threatened against Acquiror and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) Acquiror shall have delivered to Acquiree a certificate (the “Acquiror Certificate”) to the effect that each of the conditions specified in clause (f) (with respect to Acquiror’s due diligence of Acquiree) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Acquiror and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (g) the total number of shares of Acquiror Common Stock issued and outstanding immediately after the Effective Time, shall equal 190,000,000 shares, after giving effect to the Split-Off (including the related share cancellation). (h) ▇▇▇▇ ▇▇ and Acquiror shall have entered into an employment agreement that is mutually satisfactory to Acquiree, Acquiror and Mr. Ji; (i) Acquiree shall have received a certificate of Acquiror’s transfer agent and registrar certifying that as of the Closing Date there are 29,500,000 shares of Acquiror Common Stock issued and outstanding (without giving effect to the retirement, pursuant to the Split-Off, of 20,000,000 shares of Acquiror Common Stock, such transactions to be effected immediately prior or at the Effective Time, after which cancelation and retirement there will be 9,500,000 shares of Acquiror Common Stock issued and outstanding); (j) contemporaneously with the closing of the Share Exchange, the Acquiror, the Split-Off Subsidiary, and the Buyer shall execute the Split-Off Agreement, which Split-Off shall be effective immediately prior to or in conjunction with the Closing of the Share Exchange; (k) after giving prior effect to the Split-Off, the Acquiror shall have no liabilities; and (l) there shall have been no material adverse changes to the Acquiror’s business since the date of this Agreement; and (m) ▇▇▇▇ ▇▇ shall be appointed as the Acquiror’s President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary; and (n) ▇▇▇▇ ▇▇ shall be appointed to serve on the Board of Directors of Acquiror.
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Sources: Share Exchange Agreement (China Energy Technology Corp., Ltd.)
Conditions to Obligations of Acquiree. The obligation of Acquiree to consummate the Share Exchange Acquisition is subject to the satisfaction (or waiver by Acquiree) of the following additional conditions:
(a) Acquiror Purchaser shall have obtained (and shall have provided copies thereof to Acquiree) the written consents of (i) all of the members of its Board of Directors, (ii) all of the members of the Board of Directors of Split-Off Subsidiary, and (iii) the sole stockholder of Split-Off Subsidiary, in each case to the execution, delivery and performance by the each such entity of this Agreement and/or the other Transaction Documentation to which each such entity a party, in form and substance reasonably satisfactory to Acquiree;
(b) Acquiror Purchaser shall have obtained (and shall have provided copies thereof to Acquiree) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the AcquirorPurchaser, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Acquiror Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(c) the representations and warranties of the Acquiror Purchaser set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided( provided , howeverhowever , that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the aggregate, do not have a Acquiror Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(d) Acquiror Purchaser shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;
(e) no material Legal Proceedings shall be pending or threatened against Acquiror Purchaser and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect;
(f) Acquiror Purchaser shall have delivered to Acquiree a certificate (the “Acquiror Purchaser Certificate”) to the effect that each of the conditions specified in clause (f) (with respect to AcquirorPurchaser’s due diligence of Acquiree) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Acquiror Purchaser and its Subsidiaries) of this Section 5.3 is satisfied in all respects;
(g) the total number of shares of Acquiror Common Stock issued and outstanding immediately after the Effective Time, Acquiree shall equal 190,000,000 shares, after giving effect have received from counsel to the Split-Off (including the related share cancellation).
(h) ▇▇▇▇ ▇▇ Purchaser, an opinion letter, in form and Acquiror shall have entered into an employment agreement that is mutually substance satisfactory to Acquiree, Acquiror addressed to Acquiree and Mr. Jithe Placement Agent and dated as of the Closing Date;
(ih) Acquiree shall have received a certificate of AcquirorPurchaser’s transfer agent and registrar certifying that as of the Closing Date there are 29,500,000 197,500,000 shares of Acquiror Common Stock issued and outstanding (without giving effect to the retirement, pursuant to the Split-Off, of 20,000,000 shares of Acquiror Common Stock, such transactions to be effected immediately prior or at the Effective Time, after which cancelation and retirement there will be 9,500,000 shares of Acquiror Purchaser Common Stock issued and outstanding);.
(j) contemporaneously with the closing of the Share Exchange, the Acquiror, the Split-Off Subsidiary, and the Buyer shall execute the Split-Off Agreement, which Split-Off shall be effective immediately prior to or in conjunction with the Closing of the Share Exchange;
(k) after giving prior effect to the Split-Off, the Acquiror shall have no liabilities; and
(li) there shall have been no material adverse changes to the AcquirorPurchaser’s business since the date of this Agreement; and
(mj) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as the AcquirorPurchaser’s President, President and Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary; and
(nk) ▇▇▇▇ ▇▇ each of Acquiree’s designees shall be appointed to serve on the Board of Directors of AcquirorPurchaser.
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Conditions to Obligations of Acquiree. The obligation of Acquiree to consummate the Share Exchange is subject to the satisfaction (or waiver by Acquiree) of the following additional conditions:
(a) Acquiror shall have obtained (and shall have provided copies thereof to Acquiree) the written consents of (i) all of the members of its Board of Directors, (ii) all of the members of the Board of Directors of Split-Off Subsidiary, and (iii) the sole stockholder of Split-Off Subsidiary, in each case to the execution, delivery and performance by the each such entity of this Agreement and/or the other Transaction Documentation to which each such entity a party, in form and substance reasonably satisfactory to Acquiree;
(b) Acquiror shall have obtained (and shall have provided copies thereof to Acquiree) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Acquiror, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have a Acquiror Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(c) the representations and warranties of the Acquiror set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the aggregate, do not have a Acquiror Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(d) Acquiror shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;
(e) no material Legal Proceedings shall be pending or threatened against Acquiror and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect;
(f) Acquiror shall have delivered to Acquiree a certificate (the “Acquiror Certificate”) to the effect that each of the conditions specified in clause (f) (with respect to Acquiror’s due diligence of Acquiree) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Acquiror and its Subsidiaries) of this Section 5.3 is satisfied in all respects;
(g) Acquiree shall have received from Gottbetter & Partners, LLP, counsel to the Acquiror, an opinion letter, in form and substance satisfactory to Acquiree, addressed to Acquiree and the Placement Agent and dated as of the Closing Date;
(h) the total number of shares of Acquiror Common Stock issued and outstanding immediately after the Effective Time, shall equal 190,000,000 10,000,000 shares, after giving effect to the 25 for 1 forward stock split and the Split-Off (including the related share cancellation), but excluding (i) the shares of Acquiror Common Stock to be issued to investors in the Private Placement Offering, (ii) the issuance of the Additional Share Exchange Shares, and (iii) the issuance of shares of Acquiror Common Stock underlying warrants (A) to be issued to investors in the Private Placement Offering (upon the exercise thereof); and (B) to be issued to the Placement Agent in the Private Placement Offering (upon the exercise of warrants to be issued to the Placement Agent in connection with the sale of PPO Units under the Private Placement Offering).
(hi) Maarten van der ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Zandvliet and ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, and Acquiror shall have entered into an employment agreement agreements that is are mutually satisfactory to Acquiree, Acquiror and Mr. Jieach of Messrs. van der ▇▇▇▇▇▇, Zandvliet and Slakhorst;
(ij) Acquiror shall have adopted the Acquiror 2013 Equity Incentive Plan;
(k) Acquiree shall have received a certificate of Acquiror’s transfer agent and registrar certifying that as of the Closing Date there are 29,500,000 197,500,000 post-split shares of Acquiror Common Stock issued and outstanding (without giving effect to the retirement, pursuant to the Split-Off, of 20,000,000 187,500,000 post-split shares of Acquiror Common Stock, such transactions to be effected immediately prior or at the Effective Time, after which cancelation and retirement there will be 9,500,000 10,000,000 shares of Acquiror Common Stock issued and outstanding);
(jl) contemporaneously with the closing of the Share Exchange, the Acquiror, the Split-Off Subsidiary, and the Buyer shall execute the Split-Off Agreement, which Split-Off shall be effective immediately prior to or in conjunction with the Closing of the Share Exchange;
(km) after giving prior effect to the Split-Off, the Acquiror shall have no liabilities; and
(ln) there shall have been no material adverse changes to the Acquiror’s business since the date of this Agreement; and
(mo) Korstiaan Zandvliet shall be appointed as the Acquiror’s President and Chief Executive Officer; and Maarten van der Sander shall be appointed as the Acquiror’s Treasurer and Chief Financial Officer; and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be appointed as the Acquiror’s President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary; and
(np) each of Korstiaan Zandvliet and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the Board of Directors of Acquiror.
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