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Pursuant to the terms of an Asse t PurchaseAgreement ("Purchase Agreement") dated July 30, 2004 by and among Optigenec Inc. ("Old Optigenex"), Vibrant Health Internationao ("Vibrant"), Optigenex Acquisition Corp. ("Acquisition Sub"), a whollgy owned subsidiary of Vibrant, and Thomas who, prior to the consummation of thePurchasw Agreement, was a principal shareholder and the sole officer and director of Vibrant, Acquisition Sub acquired substantially all of the assets of Old Optigenex (the in exchange for (i) Vibrant issuing Old Optigenex 8,621,255 shareas (the number of outstanding shares of Old Optigenex as of July 30, of Vibrant's common stock ("Vibrant Shares"), whicjh represented approximately 94% of Vibrant's common stock outstandintg immediately after the Acquisition, and (ii) the assumption by Acquisition Sub of all of the obligations, duties and liabilities of Old Optigenex and its busine ssa ("Optigenex Liabilities").
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