Disappearing Corporation. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of the Disappearing Corporation (the "SierraWest Common Stock"), (i) all shares of SierraWest Common Stock that are owned directly or indirectly by the Surviving Corporation, the Disappearing Corporation or any of their respective Subsidiaries (other than shares of SierraWest Common Stock held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary or nominee capacity that are beneficially owned by third parties and other than any shares of SierraWest Common Stock held by the Surviving Corporation or the Disappearing Corporation or any of their respective Subsidiaries in respect of a debt previously contracted) shall be cancelled and shall cease to exist and no stock of the Surviving Corporation or other consideration shall be delivered in exchange therefor, and (ii) each of the shares of SierraWest Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with subparagraph (i) above) shall be converted into the right to receive 0.82 shares of fully paid and nonassessable shares of Common Stock, $1.00 par value per share, of BC (the "BC Common Stock"). All such shares of SierraWest Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the shares of BC Common Stock into which such SierraWest Common Stock has been converted and, if applicable, the right to receive cash in lieu of fractional shares. Certificates previously representing shares of SierraWest Common Stock shall be exchanged for certificates representing whole shares of BC Common Stock issued in consideration therefor (and, if applicable, cash in lieu of fractional shares) upon the surrender of such certificates.
Disappearing Corporation. Disappearing Corporation is a California corporation organized on May 6, 1985, and has ten thousand (10,000) shares of common stock outstanding.
Disappearing Corporation. At the Effective Date, each issued and outstanding share of Mach Common Stock shall be cancelled.
Disappearing Corporation. E&M is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, is qualified to transact business as a foreign corporation and is not required to be qualified as a foreign corporation to transact business in any other jurisdiction.
Disappearing Corporation. The Disappearing Corporation is duly organized, existing and in good standing under the laws of the State of California. It has 100,000 shares of authorized capital stock; 100,000 shares are issued and outstanding.
Disappearing Corporation. The separate existence of the Disappearing Corporation shall cease upon the Effective Date of the merger in accordance with the provisions of the laws of the State of Florida.
Disappearing Corporation. By virtue of the Merger, on the Effective Date, each issued and outstanding share of common stock of Disappearing Corporation shall be cancelled and converted into the right to receive (the “Purchase Price”) $1,017.20 in total consideration, consisting of $657.20 in cash and $360.00 principal amount of a promissory note issued by LBI, in substantially the form attached hereto as Exhibit A (the “Notes”). Of the amount of the Purchase Price payable in cash, each issued and outstanding share of common stock shall receive $400.00 in cash on the Closing Date. The remaining cash portion of the Purchase Price ($257.20 per share) shall be paid upon demand by the stockholders of the Disappearing Corporation at any time after the Closing Date.
