1.7 is a summary of what happens at closing. This
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Posted On: 01/14/2017 1:04:34 PM
1.7 is a summary of what happens at closing. This is where the share exchange happens. Notice how no shares disappear. Fear tactics by the children on the other board.
1.7 Deliveries at Closing. On the Closing Date, the relevant party or parties shall cause the following documents, certificates and instruments to be executed and delivered:
(a) Holdings shall deliver to Solaris the Company Exchange Shares certificates representing 100% of the issued and outstanding common stock of Pixel; which certificates shall be duly endorsed in blank for Transfer or accompanied by separate common stock powers duly endorsed by the record holder(s) with their signatures appropriately notarized or guaranteed;
(b) Solaris shall deliver to Holdings certificates evidencing 1,000,000 shares of Solaris Series B Preferred Stock, a duly executed Note and the Warrant;
(c) Solaris shall have filed the Solaris Series B Preferred Certificate of Designations in the form of Exhibit B annexed hereto with the Secretary of State of the State of Nevada.
(d) Solaris shall have filed amended and restated articles of incorporation with the Secretary of State of the State of Nevada in the form of Exhibit E annexed hereto and made a part hereof (the “Solaris Restated Articles”);
(e) The Solaris Majority Voting Stockholder shall have consented to this Agreement, the Reverse Stock Splits and the other transactions contemplated hereby; and
(f) Each of the Selling Parties and the Solaris shall have executed and delivered such corporate resolutions as shall be required to consummate the transactions contemplated by this Agreement.
1.7 Deliveries at Closing. On the Closing Date, the relevant party or parties shall cause the following documents, certificates and instruments to be executed and delivered:
(a) Holdings shall deliver to Solaris the Company Exchange Shares certificates representing 100% of the issued and outstanding common stock of Pixel; which certificates shall be duly endorsed in blank for Transfer or accompanied by separate common stock powers duly endorsed by the record holder(s) with their signatures appropriately notarized or guaranteed;
(b) Solaris shall deliver to Holdings certificates evidencing 1,000,000 shares of Solaris Series B Preferred Stock, a duly executed Note and the Warrant;
(c) Solaris shall have filed the Solaris Series B Preferred Certificate of Designations in the form of Exhibit B annexed hereto with the Secretary of State of the State of Nevada.
(d) Solaris shall have filed amended and restated articles of incorporation with the Secretary of State of the State of Nevada in the form of Exhibit E annexed hereto and made a part hereof (the “Solaris Restated Articles”);
(e) The Solaris Majority Voting Stockholder shall have consented to this Agreement, the Reverse Stock Splits and the other transactions contemplated hereby; and
(f) Each of the Selling Parties and the Solaris shall have executed and delivered such corporate resolutions as shall be required to consummate the transactions contemplated by this Agreement.
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