Acquisition and Plan of Reorganization. The parties hereby agree that Xxxxx shall acquire all of the issued and outstanding shares of M capital stock, in exchange for four million (4,000,000) shares of authorized but previously unissued Xxxxx common stock, par value $.001 per share. It is also agreed to by the parties hereto that by acquiring all of the shares of CTI capital stock, Xxxxx will acquire all rights, title and interest to certain identified assets and property presently owned by CTI and specifically described and set forth in Exhibit 1.1, annexed hereto and by this reference made a part hereof. Said assets and property may be subject to certain interests, liens and/or encumbrances which are further described in Exhibit 1.1. The parties hereto hereby further agree that (i) at the Closing, as hereinafter defined, CTI shall become a wholly-owned subsidiary of Xxxxx subject to the conditions and provisions of Section 1.5 hereof; (ii) as promptly as practicable after the effectiveness of the Closing, Xxxxx'x corporate name shall be changed to Xxxxx Industries, Inc.; and (iii) as promptly as practicable after the Closing, the necessary steps shall be taken in order to reflect the relocation of Xxxxx'x principal place of business to Newark, New Jersey.
Acquisition and Plan of Reorganization. The parties hereby agree that OTS shall acquire all of the issued and outstanding shares of Thin Film capital stock in exchange for 15,340,002 shares of authorized, but previously unissued, shares of OTS common stock, par value .001 per share. It is also agreed to by the parties hereto that by acquiring all of the shares of Thin Film capital stock, OTS will acquire all rights, title and interest to assets and property presently owned by Thin Film, including all rights and interest in a contract with Oakridge National Labororatories. Said assets and property may be subject to certain interests, liens and/or encumbrances which are further described in the financial statement. The parties hereto hereby further agree that (i) at the Closing, as hereinafter defined, Thin Film shall become a wholly-owned subsidiary of OTS; (ii) as promptly as practicable after the execution of this Agreement, OTS' corporate name shall be changed to Thin Film Battery, Inc.; and (iii) as promptly as practicable after the Closing, the necessary steps shall be taken in order to reflect the relocation of OTS' principal place of business to a location specified by Thin Film.
Acquisition and Plan of Reorganization. At the Closing (as -------------------------------------- defined in Section 1.3), Subsidiary shall acquire all of the issued and outstanding shares of AAM capital stock, in exchange for One Million (1,000,000) shares of authorized but previously unissued Wolfpack common stock par value $.001 per share (the "Acquisition"). It is also agreed to by the parties hereto that by acquiring all of the shares of AAM capital stock, Subsidiary will acquire all rights, title and interest to all assets and property presently owned by AAM. Said assets and property may be subject to certain interest, liens and/or encumbrances. The parties hereto hereby further agree that at the Closing, as hereinafter defined, AAM shall become a wholly-owned subsidiary of Subsidiary subject to the conditions and provisions of Section 1.3 hereof.
Acquisition and Plan of Reorganization. The parties -------------------------------------- agree that Idaho shall acquire all of the issued and outstanding shares of Tamboril capital stock, in exchange for Five Million Two Hundred Eighty-One Thousand Six Hundred Seventy-One (5,281,671) shares of authorized but previously unissued Idaho common stock par value $.0001 per share (post-split as per Section 1.4 below). It is also agreed to by the parties hereto that by acquiring all of the shares of Tamboril capital stock, Idaho will acquire all rights, title and interest to all assets and property presently owned by Tamboril. Said assets and property may be subject to certain interest, liens and/or encumbrances. The parties hereto hereby further agree that (i) at the Closing, hereinafter defined, Tamboril shall become a wholly-owned subsidiary of Idaho subject to the conditions and provisions of Section 1.5 hereof; (ii) as promptly as practicable after the effectiveness of the Closing, Idaho's corporate name shall be changed to "TAMBORIL CIGAR COMPANY"; (iii) as promptly as practicable after the Closing, the necessary steps shall be taken in order to reflect the relocation of Idaho's principal place of business to Miami Florida; and (iv) the management and operations of Idaho will be reorganized to become engaged in the current business endeavors of Tamboril.
Acquisition and Plan of Reorganization. The parties hereby agree that Icon shall acquire all of the issued and outstanding shares of Prospero capital stock and/or options and/or other securities, in exchange for five million one hundred thousand (5,100,000) shares of authorized but previously unissued Icon common stock, par value $.001 per share, post-split as per Section 1.4 below.
Acquisition and Plan of Reorganization. At the Closing (as -------------------------------------- defined in Section 1.3), Subsidiary shall acquire all of the issued and outstanding shares of DPI capital stock, in exchange for One Million (1,000,000) shares of authorized but previously unissued Wolfpack common stock par value $.001 per share (the "Acquisition"). It is also agreed to by the parties hereto that by acquiring all of the shares of DPI capital stock, Subsidiary will acquire all rights, title and interest to all assets and property presently owned by DPI. Said assets and property may be subject to certain interest, liens and/or encumbrances. The parties hereto hereby further agree that at the Closing, as hereinafter defined, DPI shall become a wholly-owned subsidiary of Subsidiary subject to the conditions and provisions of Section 1.3 hereof.
Acquisition and Plan of Reorganization. Rako and Spencer have executed x xxxxxin Letter of Intent dated April 4, 1996 concerning the transactions contemplated by this Agreement. The parties hereto agree that this Agreement and the terms and conditions contained herein shall supplant and take precedence over said Letter of Intent. The parties hereby agree that Rako shall acquire 100% of the issued and outstanding shares of Spencer common stock, xxxxxxx regard to outstanding stock options, in exchange for six million, three hundred thousand (6,300,000) shares of authorized but previously unissued Rako common stock, par value $.001 per share, post-split and adjusted as per the terms of Section 1.4
Acquisition and Plan of Reorganization. The parties agree that DVL shall acquire 99.2% of the issued and outstanding shares of TDC common stock from the TDC Sellers, in exchange for Six Million (6,000,000) shares of authorized but previously unissued DVL common stock, par value $.01 per share (post-split as per Section 1.3 below). It is also agreed to by the parties hereto that by acquiring the majority of the shares of TDC common stock, DVL will acquire all rights, titles and interest to all assets and property presently owned by TDC. Said assets and property may be subject to certain interests, liens and/or encumbrances. The parties hereby further agree that at the Closing, hereinafter defined, TDC shall become a majority-owned subsidiary of DVL. As soon as practicable after the Closing, DVL"s corporate name will be changed from "D-Vine, Ltd." to "XxxxxxxXxxxx.xxx, Inc." As promptly as practicable after the Closing, the necessary steps be shall be taken in order to reflect the relocation of DVL"s principal place of business to TDC's current principal place of business and the management and operations of DVL will be organized to become engaged in the current business endeavors of TDC.
Acquisition and Plan of Reorganization. The parties hereby agree that Medisys shall acquire all of the issued and outstanding shares of Phillips, in exchange for the number of shares of axxxxxxxxd but previously unissued shares of Medisys Common Stock, par value $.0005 per share, equal to 50% of the total number of shares of Medisys Common Stock issued and outstanding upon the closing of this agreement and including all shares to be issued hereunder. Section 1.2
Acquisition and Plan of Reorganization. 1 2.1 The Mergers.................................................... 1 2.2 Statement of Estimated Consideration; Exchange of Shares....... 2 2.3 Closing........................................................ 2 2.4 Adjustment of Estimated Consideration.......................... 2 Article III
