No material change in the business, financial condition or capitalization of the Company and the Subsidiaries shall have occurred between the date of this LOI and Closing other than as required herein or in the Definitive Agreement or as agreed upon by the parties The Company will not, without the written consent of Cynergi, enter into or perform any transactions outside of the ordinary course of business relating to the Company or the Subsidiaries Additional Closing Conditions : The obligations of Cynergi to complete the Acquisition are subject to satisfaction by the Company of the following conditions precedent (unless waived in writing by Cynergi):īetween the date of the signing of this LOI and the Closing, the business of the Company and the Subsidiaries shall be run in the ordinary course, and in a manner consistent with past practices. To expedite this review, each Party agrees to make such information as reasonably requested by the other Party ("Due Diligence Information") available to the requesting Party and its agents and representatives and to authorize reasonable visits to facilities of each Party, including meetings with its staff, consultants and experts as reasonably requested by the requesting Party.ĥ. Cynergi shall conduct a business, financial, and legal due diligence investigation of the Company and each of its subsidiaries, their business and operations and the Company shall conduct a business, financial, and legal due diligence investigation of Cynergi, to each of their satisfaction. The Parties will use their best efforts to close the Acquisition contemplated herein as soon as reasonably possible following the execution of this LOI (∼losing).Ĥ. As a condition to the Company closing the Acquisition, the then Board of Directors and executive officers of Cynergi will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Company and resign simultaneously.ģ. Board of Directors and Executive Officers. After the Acquisition, the Companys current shareholders will beneficially own and control approximately 70% of the then outstanding shares of Cynergi (which are estimated to be 22,500,000 shares of the common stock of Cynergi based on a 1:8 reverse stock split).Ģ. Cynergi will issue approximately 15,750,000 post split shares of the capital stock for the acquisition. Current Management will then cancel approximately 8,200,000 post split shares. Cynergi shall submit for approval to FINRA and other necessary organizations for a reverse equity stock split of 1:8. Pursuant to the terms and conditions of the Definitive Agreement, Cynergi or a wholly owned subsidiary of Cynergi will acquire the Company. The Parties recognize that there are other terms and conditions that have yet to be addressed, but the Parties agree to work together in good faith to address these issues and to complete a Definitive Agreement that is acceptable to both Parties as quickly as is practicable.ġ. This LOI is intended to serve as an outline of the proposed principal terms and conditions regarding the Acquisition, and is subject to the execution and closing of a definitive agreement (∽efinitive Agreement) among Cynergi and the Company. While this LOI is not a binding agreement, except as specifically set forth in Section 11 below, it outlines the preliminary terms of the Acquisition and the transactions contemplated herein. Cynergi and the Company may individually be referred to herein as a Party or collectively as the Parties. The purpose of this Letter of Intent (LOI) is to set forth the terms and conditions pursuant to which Cynergi Holdings, Inc., a Nevada Corporation (∼ynergi) will enter into a business combination (the ∺cquisition) with Sports Supplement Acquisition Group, Inc., a Delaware corporation (∼ompany). Sports Supplement Acquisition Group, Inc.
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