Merger and Plan of Reorganization. The parties agree that upon the Effective Date, as defined below, MarketCentral shall merge into Acquisition (the "Merger"). Following the Merger, Acquisition shall continue as the surviving corporation and the separate corporate existence of MarketCentral shall cease. All American shall change its name to "XxxxxxXxxxxxx.xxx Corp." and Acquisition shall remain a wholly-owned subsidiary of the renamed All American. As consideration for their agreement to surrender their shares of MarketCentral common stock and to approve the Merger, the shareholders of MarketCentral shall receive an aggregate of Two Million Twenty Five Thousand (2,025,000) shares of authorized but previously unissued All American common stock, par value $0.0001 per share, on a pro rata basis. The parties hereto hereby further agree that as promptly as practicable after the Closing, the necessary steps shall be taken in order to reflect the relocation of Acquisition s principal place of business to MarketCentral facility in New York, New York; and the management and operations of Acquisition will be reorganized to become engaged in the current business endeavors of MarketCentral.
Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the FBCA, GOLF shall be merged with and into GG, the separate corporate existence of GOLF shall cease, and GG shall be the surviving entity. GG after the Effective Time is sometimes referred to herein as the “Surviving Corporation.” As consideration for its agreement to surrender their GOLF Shares and to approve the Merger, the shareholders of GOLF shall receive an aggregate of Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of authorized but previously unissued GG Common Stock (the “Merger Shares”).
Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement, the FBCA and the FLLCA , PAL shall be merged with and into HQS, the separate corporate existence of PAL shall cease, and HQS shall continue as the surviving corporation and shall remain a wholly-owned subsidiary of SKM. HQS after the Effective Time is sometimes referred to herein as the "Surviving Corporation". As consideration for their agreement to surrender their Membership Interests and to approve the Merger, the Members shall receive an aggregate of Two Million One Hundred and Forty Two Thousand Eight Hundred and Fifty Seven (2,142,857) shares of shares of authorized but previously unissued SKM Common Stock (the "Merger Shares"), on a pro rata basis determined by multiplying the Membership Interests held by each Member by 0.74606 (the "Conversion Ratio").
Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement, the DGCL and the NJBCA, Fullcomm shall be merged with and into Acquisition, the separate corporate existence of Fullcomm shall cease, and Acquisition shall continue as the surviving corporation. Acquisition after the Effective Time is sometimes referred to herein as the "Surviving Corporation." Contessa shall change its name to "Fullcomm Technologies, Inc." or a any other name to be approved by the shareholders of Contessa, Acquisition shall change its name to "Fullcomm, Inc." and the renamed Acquisition shall remain a wholly-owned subsidiary of Contessa. As consideration for their agreement to surrender their ownership interests in Fullcomm and to approve the Merger, the Fullcomm Shareholders shall receive not less than Four Million, Six Hundred and One Thousand, One Hundred (4,601,100) shares (the "Merger Shares") of authorized but previously unissued Contessa common stock, par value $0.0001 per share. Fullcomm shareholders will be entitled to receive Merger Shares on a one for one basis in accordance with Schedule 1.2. As consideration for the Merger, the shareholders of Contessa shall receive a stock dividend of Six Hundred and Ninety Five Thousand, Nine Hundred and Ninety Four (695,994) shares after which the former holders of the Two Million, Three Hundred and Four Thousand, Six (2,304,006) shares of Contessa common stock issued and outstanding after the GBDR Disposition shall hold Three Million (3,000,000) shares of Contessa common stock as set forth on Schedule 2.2(a). The parties hereto further agree that as promptly as practicable after the Closing, the necessary steps shall be taken in order to effect the relocation of Acquisition's principal place of business to Fullcomm's facility in Princeton, New Jersey; and the management and operations of Acquisition will be reorganized to become engaged in the current business endeavors of Fullcomm.
Merger and Plan of Reorganization. At the Effective Time --------------------------------- (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the NJBCA, Stronghold shall be merged with and into Acquisition, the separate corporate existence of Stronghold shall cease, and Acquisition shall continue as the surviving corporation. Acquisition after the Effective Time is sometimes referred to herein as the "Surviving Corporation". Acquisition shall change its name to Stronghold Technologies, Inc. and the renamed Acquisition shall remain a wholly-owned subsidiary of TDT. As consideration for their agreement to surrender their shares of common stock of Stronghold (the "Shares") and to approve the Merger, the stockholders of Stronghold shall receive an aggregate of Seven Million (7,000,000) shares of authorized but previously unissued TDT common stock, par value $0.0001 per share (the "Merger Shares"), on a pro rata -------- basis determined by multiplying the number of Shares held by each Stronghold stockholder by 2.1875 (the "Conversion Ratio").
Merger and Plan of Reorganization. (a) The parties hereto have previously entered into and executed a Letter of Intent dated December 14, 1995 setting forth their intent to enter into this Agreement and to facilitate the transactions provided for herein. The parties therefore agree that this Agreement shall supplant and take precedence over the Letter of Intent and the parties shall proceed with those transactions anticipated in the Letter of Intent and more fully described herein. It is further agreed to by the parties hereto that the transaction contemplated in the Letter of Intent as an acquisition and exchange of shares shall be structured as a merger and as otherwise set forth herein..
Merger and Plan of Reorganization. 3 2.1 Performance of Agreement of Merger...............................3 2.2
Merger and Plan of Reorganization. (a) Performance of Agreement of Merger. Upon the terms and subject to the conditions hereof, Target shall be merged with and into Acquiror in accordance with applicable law (hereinafter, such transaction being referred to as the "Merger"). Acquiror shall be the Surviving Company and shall continue its existence under the laws of the State of Delaware, and the separate existence of Target shall cease. The Merger shall be effective on the Effective Date. Prior to the Effective Date, the parties hereto shall take all actions necessary in accordance with applicable law and their respective certificates of formation and operating agreements to cause the Merger to be consummated on the Effective Date.
Merger and Plan of Reorganization. (a) The parties hereby agree that the Company shall merge WWATT with and into the Company with the Company to be the surviving corporation (hereinafter the "Merger"), and whereby all the shares of WWATT common stock currently issued and outstanding at the Effective Time of the Merger, as defined in Section 1.2 below, shall, by action of the Merger and without any action on the part of the holder thereof, automatically be converted into an aggregate of three million six hundred thousand (3,600,000) shares of authorized but previously unissued common stock of the Company, par value $.001 per share and post split as set forth in Section 1.5(d) below, which shares shall be issued to the shareholders of WWATT or their assigns on a pro rata basis representing each respective shareholder's percentage ownership in WWATT.
Merger and Plan of Reorganization
