Pre Closing Events Sample Clauses

Pre Closing Events. The Closing is subject to the completion of the following: (a) Turer shall have authorized issuance of and delivered to TAC in trust for delivery to the IVI Shareholders twelve million three hundred fifty thousand (12,350,000) shares of its $.01 par value common stock. (b) Turer shall have effectuated the delivery to TAC of the Turer Shares at or prior to Closing, and shall have thirteen million (13,000,000) shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. (c) Turer shall demonstrate to the reasonable satisfaction of IVI that (i) it has no material assets and no liabilities, contingent or fixed (ii) it is current and in compliance with all required filings under the Securities Exchange Act of 1934, as amended and (iii) it will undertake and cooperate fully in the preparation and filing of any requisite Registration Statement for the issuance and delivery of the Turer Shares to the IVI Shareholders.

Pre Closing Events. The Closing is subject to the completion at or about the time of Closing of the following: (a) Durw▇▇▇ ▇▇▇ll restate its Certificate of Incorporation in the State of Delaware in substantially the form attached hereto as Exhibit "D" and shall have authorized 50,000,000 shares of $.0001 par value common stock and 5,000,000 shares of $.0001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors. (b) Durw▇▇▇ ▇▇▇ll have effectuated the Forward Split at or about the Closing, and shall have 2,441,713 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. (c) Durw▇▇▇ ▇▇▇ll demonstrate to the reasonable satisfaction of SNC that it has no material assets other than the proceeds of the Durw▇▇▇ ▇▇▇ancing as described herein, and no liabilities contingent or fixed.

Pre Closing Events. The Closing is subject to the completion of the following: (a) At or prior to the time of Closing, Inland shall have made provisions for the effectuation of the Inland Reverse Stock Split and shall have 3,650,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding and there shall be no outstanding options, warrants or other rights to purchase or otherwise acquire Inland securities except as otherwise described herein relating to the transactions described herein. (b) Inland shall have no, and shall demonstrate to the satisfaction of CEI that it has no, material assets and no liabilities contingent or fixed except the proceeds of the Inland Financing (as defined herein).

Pre Closing Events. The Closing is subject to the completion of the following: (a) Columbia shall have authorized 50,000,000 shares of $.001 par value common stock an 5,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors. (b) Columbia shall have effectuated the Columbia Reverse Stock Split at or prior to Closing, and shall have 1,250,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. (c) Columbia shall demonstrate to the reasonable satisfaction of FIC that it has no material assets and no liabilities contingent or fixed.

Pre Closing Events. The Closing is subject to the completion of the ------------------- following: (a) SVSI shall have authorized 50,000,000 shares of $.001 par value common stock and 1,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors. (b) SVSI shall have effectuated the SVSI Reverse Stock Split at or prior to Closing, and shall have 660,000 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. (c) SVSI shall demonstrate to the reasonable satisfaction of Nettaxi that it has no material assets and no liabilities contingent or fixed.

Pre Closing Events. The Closing is subject to the completion of the following: (a) ▇▇▇▇▇▇▇ shall have provided Micro with a copy of ▇▇▇▇▇▇▇ audited financial statements dated within thirty days of Closing, demonstrating a tangible net worth of at least $500,000. (b) Micro shall have authorized 50,000,000 shares of $.001 par value common stock an 5,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors. (c) Micro shall have effectuated the Micro Forward Stock Split at or prior to Closing, and shall have 1,271,094 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding.

Pre Closing Events. The Closing is subject to the completion of the following: (a) MCL shall have authorized 100,000,000 shares of $.001 par value common stock and 1,000,000 shares of $.001 par value preferred stock. The preferred stock shall be subject to issuance in such series and with such rights, preferences and designations as determined in the sole discretion of the board of directors. (b) Hall and two other shareholders shall have contributed an aggregate of 6,250,000 shares of MCL Common Stock to MCL for cancellation, leaving 2,750,000 shares issued and outstanding prior to or at Closing. (c) MCL shall demonstrate to the reasonable satisfaction of OWO that it has no material assets and no liabilities contingent or fixed other than as described herein.

Pre Closing Events. To the extent, however, that any claims arise under any insurance policies issued by third-party insurers and owned by or covering Company or Subsidiary with respect to occurrences arising prior to the Closing Date, Buyer or Subsidiary may make claims, through Parent or Company only, under such policies without regard to any other provision hereof, but subject to such conditions contained in any such policies, including all reporting and notice requirements thereof. Parent shall be responsible for, and shall have the sole right to undertake, reporting and administrative handling of all claims under such policies; provided, however, that Parent shall notify the applicable third-party insurer of a claim within five (5) Business Days after receipt of written notice of such claim from Buyer or Subsidiary. Buyer and Subsidiary shall be jointly and severally responsible for and shall pay all expenses (including costs of administration by Parent as well as fees and expenses of third parties attributable to the handling of such claims) relating to services for claims administration, investigation, appraisals and claim review incurred on or after the Closing with respect to claims under such insurance policies. Neither Buyer nor Subsidiary shall have the right to claim directly against Parent or Company for any “self-insured” program of risk management or the amount of any deductible or self-insured retention for any loss suffered by Subsidiary prior to, on or after the Closing Date, regardless of the date on which the claim is made.

Pre Closing Events. The Closing is subject to the completion of the following: (a) At or prior to the time of Closing, MODS shall have 1,375,015 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding and there shall be no outstanding options, warrants or other rights to purchase or otherwise acquire MODS securities except as otherwise described herein relating to the transactions described herein. (b) MODS shall have no, and shall demonstrate to the satisfaction of Bioaccelerate that it has no, material assets and no liabilities contingent or fixed. (c) MODS shall complete on or before closing a 3.5 to 1 reverse split which reduce its outstanding common stock from 4,812,800 shares to 1,375,015 shares.