see also post 421
Posted On: 07/01/2015 9:53:24 AM
Avatar
Posted By: microcaps
any number of things can delay closing contemplated by June 30 as per April 8k, and once closed,they have somewhere from 24-72 hours to report, but to recap:
Enigma is required to raise the funding by closing unless WOLV (Mr Haderer and Mr Luke Rich voting) waives this requirement
from April 8k
CLOSING CONDITIONS
5.1
Conditions Precedent to Closing by Pubco [public company WOLV-not to be confused w Pubco services co previously headed by Haderer]. The obligation of Pubco 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 contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Pubco and may be waived by Pubco in its sole discretion.
(a)
Representations and Warranties . The representations and warranties of Priveco [ private company Enigma] and the Selling Shareholder [David Chalk-selling 25% of Enigma to WOLV] 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 Priveco will have delivered to Pubco a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Priveco in this Agreement are true and correct.
(b)
Performance . All of the covenants and obligations that Priveco and the Selling Shareholder is 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.
(c)
Transaction Documents . This Agreement, the Priveco Documents, the Priveco Financial Statements and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Pubco, will have been executed and delivered to Pubco.
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(d)
Financing . Priveco [Enigma] shall close a financing of debt and/or equity for an aggregate of USD $2,500,000, (the “ Priveco Financing ”) prior to the Closing Date and on mutually agreeable terms by the parties to this Agreement.
Posted On: 07/01/2015 9:53:24 AM
Avatar
Posted By: microcaps
any number of things can delay closing contemplated by June 30 as per April 8k, and once closed,they have somewhere from 24-72 hours to report, but to recap:
Enigma is required to raise the funding by closing unless WOLV (Mr Haderer and Mr Luke Rich voting) waives this requirement
from April 8k
CLOSING CONDITIONS
5.1
Conditions Precedent to Closing by Pubco [public company WOLV-not to be confused w Pubco services co previously headed by Haderer]. The obligation of Pubco 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 contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Pubco and may be waived by Pubco in its sole discretion.
(a)
Representations and Warranties . The representations and warranties of Priveco [ private company Enigma] and the Selling Shareholder [David Chalk-selling 25% of Enigma to WOLV] 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 Priveco will have delivered to Pubco a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Priveco in this Agreement are true and correct.
(b)
Performance . All of the covenants and obligations that Priveco and the Selling Shareholder is 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.
(c)
Transaction Documents . This Agreement, the Priveco Documents, the Priveco Financial Statements and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Pubco, will have been executed and delivered to Pubco.
- 18 -
(d)
Financing . Priveco [Enigma] shall close a financing of debt and/or equity for an aggregate of USD $2,500,000, (the “ Priveco Financing ”) prior to the Closing Date and on mutually agreeable terms by the parties to this Agreement.
