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.
Appears in 3 contracts
Sources: Reorganization Agreement (Turer Corp), Agreement and Plan of Reorganization (Ivi Communications Inc), Agreement and Plan of Reorganization (Ivi Communications Inc)