Common use of Conditions to the Reorganization Clause in Contracts

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization will be subject to the satisfaction at or prior to the Closing Date of the following conditions: (A) No Injunctions or Restraints: Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. (B) ▇▇▇▇▇▇▇ Information Required by Commission Regulation S-B The provision by ▇▇▇▇▇▇▇ on a timely basis in full compliance with the requirements of Commission Regulation S-B for material acquisitions, of all information concerning its past operations, including audited financial statements, will constitute a condition subsequent to the obligations of AmeriNet under this Agreement and in the event of the failure of such condition subsequent, then, at AmeriNet's sole option: (1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to ▇▇▇▇▇▇▇ will be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or (2) The Undisclosed Liabilities Escrow Shares will be deemed defaulted to AmeriNet and the Reorganization will be restructured in a manner complying with AmeriNet's reporting and other obligations under the Exchange Act, including the sale by AmeriNet of ▇▇▇▇▇▇▇.

Appears in 1 contract

Sources: Reorganization Agreement (Amerinet Group Com Inc)

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization will be subject to the satisfaction at or prior to the Closing Date of the following conditions: (A) No Injunctions or Restraints: Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. (B) ▇▇▇▇▇▇▇ NetWorth Information Required by Commission Regulation S-B The provision by ▇▇▇▇▇▇▇ NetWorth on a timely basis in full compliance with the requirements of Commission Regulation S-B for material Material acquisitions, of all information concerning its past operations, including audited financial statements, will constitute a condition subsequent to the obligations of AmeriNet Colmena under this Agreement and in the event of the failure of such condition subsequent, including if the Commission determines that the audited financial statements do not fully meet the requirements of Regulation S-B then, at AmeriNetColmena's sole option: (1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to ▇▇▇▇▇▇▇ will be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or (2) The If the Escrow Term has not yet expired, the Undisclosed Liabilities Escrow Shares will be deemed defaulted to AmeriNet Colmena and the Reorganization will be restructured in a manner complying with AmeriNetColmena's reporting and other obligations under the Exchange Act, including the sale by AmeriNet Colmena of ▇▇▇▇▇▇▇NetWorth.

Appears in 1 contract

Sources: Reorganization Agreement (Colmena Corp)

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization will shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (A) No Injunctions or Restraints: Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will shall be in effect, nor will shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. (B) ▇▇▇▇▇▇▇ Vista Vacations Information Required by Commission Regulation S-B The provision by ▇▇▇▇▇▇▇ Vista Vacations on a timely basis in full compliance with the requirements of Commission Regulation S-B for material acquisitions, of all information concerning its past operations, including audited financial statements, will shall constitute a condition subsequent to the obligations of AmeriNet under this Agreement and in the event of the failure of such condition subsequent, then, at AmeriNet's sole option: (1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to ▇▇▇▇▇▇▇ will Vista Vacations shall be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or (2) The Undisclosed Liabilities Escrow Shares will shall be deemed defaulted to AmeriNet and the Reorganization will shall be restructured in a manner complying with AmeriNet's reporting and other obligations under the Exchange Act, including the sale by AmeriNet of ▇▇▇▇▇▇▇Vista Vacations.

Appears in 1 contract

Sources: Reorganization Agreement (Amerinet Group Com Inc)