I've already displayed the conditions enigma (priveco)must meet prior to closing in prior posts
the following is the conditions Wolv (Pubco) must satisfy prior to closing
i was wondering whether WOLV was required to eliminate all previous debt prior to closing but i dont see any such requirement
but paying off debt does eliminate the possibility of any suit by WOLV's creditors- and see f and g4
there cant be any threatened suit that would materially impact the transaction
so finishing paying off prior debt would help guarantee that
so july 13 they raised capital and or eliminated debt to a TOTAL of $96,800
without looking at how much was raised total in the previous round of debt elimination and pp I'm thinking this is enough to give WOLV a positive balance sheet for the 1st time in years,which eliminates any such impediment on WOLV's part to closing the transaction
I believe Enigma is already debt free for its part
so if I'm right there should not have to be any further debt elimination (if any debt remains-unless Enigma is concerned any remaining WOLV creditor may sue WOLV- again i havent done the research to determine whether WOLV had any remaining prior debt now -maybe Doubloon knows
WOLV debt prior to debt incurred as part of prep for the closing as i remember was ca 247k
the total debt elim/cap raise today combined w the much larger debt elim/capital raise in the prior much larger round i would estimate surpasses 247k
i.e i believe WOLV should have enough capital now to pay off any previous debt-would have to check
and probably will have enough to partially at least pay closing att fees etc
I dont remember seeing any agreement precisely like the detailed WOLV/ENIGMA closing conditions agreement-but they seem to have thought of everything-very thorough-thats my close fly by impression
Conditions Precedent to Closing by Priveco . The obligation of Priveco and the Selling Shareholder to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Priveco and the Selling Shareholder and may be waived by Priveco and the Selling Shareholder in their discretion.
(a)
Representations and Warranties . The representations and warranties of Pubco set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Pubco will have delivered to Priveco a certificate dated the Closing Date, to the effect that the representations and warranties made by Pubco in this Agreement are true and correct.
(b)
Performance . All of the covenants and obligations that Pubco are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Pubco must have delivered each of the documents required to be delivered by it pursuant to this Agreement.
(c)
Transaction Documents . This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.
(d)
No Material Adverse Change . No Pubco Material Adverse Effect will have occurred since the date of this Agreement.
(e)
Management . Pubco shall have appointed Dave Chalk as a director of Pubco prior to the Closing Date.
(f)
No Action . No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:
(i)
prevent the consummation of any of the transactions contemplated by this Agreement; or
(ii)
cause the Transaction to be rescinded following consummation.
(g)
Outstanding Shares . On the Closing Date, Pubco will have a maximum of 680,563,333 common shares issued and outstanding in the capital stock of Pubco, consisting of:
(i)
300,000,000 Pubco Shares issued pursuant to this Agreement;
(ii)
30,000,000 common shares of the capital stock of Pubco issued pursuant to Section 7.5 of this Agreement (the “ Finder’s Shares ”); and
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(iii)
200,563,333common shares of the capital stock of Pubco held by the current shareholders of Pubco as of this Agreement.
(iv)
A maximum of 150,000,000 common shares of the capital stock of Pubco to be issued pursuant to a private placements and debt settlement prior to closing.
(h)
Authorized Share Capital of Pubco . As of the Closing Date, to provide for the valid issuance of the Pubco Shares the Finder’s Shares, Pubco shall have increased the entire authorized capital of common stock by Pubco to an amount that is greater than or equal to the aggregate of the Pubco Shares, the Finder’s Shares and all of the issued and outstanding common shares of Pubco as of the date of this Agreement.
(i)
Due Diligence Generally . Priveco will be reasonably satisfied with their due diligence investigation of Pubco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction.
the following is the conditions Wolv (Pubco) must satisfy prior to closing
i was wondering whether WOLV was required to eliminate all previous debt prior to closing but i dont see any such requirement
but paying off debt does eliminate the possibility of any suit by WOLV's creditors- and see f and g4
there cant be any threatened suit that would materially impact the transaction
so finishing paying off prior debt would help guarantee that
so july 13 they raised capital and or eliminated debt to a TOTAL of $96,800
without looking at how much was raised total in the previous round of debt elimination and pp I'm thinking this is enough to give WOLV a positive balance sheet for the 1st time in years,which eliminates any such impediment on WOLV's part to closing the transaction
I believe Enigma is already debt free for its part
so if I'm right there should not have to be any further debt elimination (if any debt remains-unless Enigma is concerned any remaining WOLV creditor may sue WOLV- again i havent done the research to determine whether WOLV had any remaining prior debt now -maybe Doubloon knows
WOLV debt prior to debt incurred as part of prep for the closing as i remember was ca 247k
the total debt elim/cap raise today combined w the much larger debt elim/capital raise in the prior much larger round i would estimate surpasses 247k
i.e i believe WOLV should have enough capital now to pay off any previous debt-would have to check
and probably will have enough to partially at least pay closing att fees etc
I dont remember seeing any agreement precisely like the detailed WOLV/ENIGMA closing conditions agreement-but they seem to have thought of everything-very thorough-thats my close fly by impression
Conditions Precedent to Closing by Priveco . The obligation of Priveco and the Selling Shareholder to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Priveco and the Selling Shareholder and may be waived by Priveco and the Selling Shareholder in their discretion.
(a)
Representations and Warranties . The representations and warranties of Pubco set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Pubco will have delivered to Priveco a certificate dated the Closing Date, to the effect that the representations and warranties made by Pubco in this Agreement are true and correct.
(b)
Performance . All of the covenants and obligations that Pubco are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Pubco must have delivered each of the documents required to be delivered by it pursuant to this Agreement.
(c)
Transaction Documents . This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.
(d)
No Material Adverse Change . No Pubco Material Adverse Effect will have occurred since the date of this Agreement.
(e)
Management . Pubco shall have appointed Dave Chalk as a director of Pubco prior to the Closing Date.
(f)
No Action . No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:
(i)
prevent the consummation of any of the transactions contemplated by this Agreement; or
(ii)
cause the Transaction to be rescinded following consummation.
(g)
Outstanding Shares . On the Closing Date, Pubco will have a maximum of 680,563,333 common shares issued and outstanding in the capital stock of Pubco, consisting of:
(i)
300,000,000 Pubco Shares issued pursuant to this Agreement;
(ii)
30,000,000 common shares of the capital stock of Pubco issued pursuant to Section 7.5 of this Agreement (the “ Finder’s Shares ”); and
- 20 -
(iii)
200,563,333common shares of the capital stock of Pubco held by the current shareholders of Pubco as of this Agreement.
(iv)
A maximum of 150,000,000 common shares of the capital stock of Pubco to be issued pursuant to a private placements and debt settlement prior to closing.
(h)
Authorized Share Capital of Pubco . As of the Closing Date, to provide for the valid issuance of the Pubco Shares the Finder’s Shares, Pubco shall have increased the entire authorized capital of common stock by Pubco to an amount that is greater than or equal to the aggregate of the Pubco Shares, the Finder’s Shares and all of the issued and outstanding common shares of Pubco as of the date of this Agreement.
(i)
Due Diligence Generally . Priveco will be reasonably satisfied with their due diligence investigation of Pubco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction.
