Merger or Share Exchange. Crescent Financial Corporation merges into, consolidates, or enters into a share exchange with another corporation, or merges another corporation into Crescent Financial Corporation, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger, consolidation, or share exchange is held by persons who were holders of Crescent Financial Corporation’s voting securities immediately before the merger, consolidation, or share exchange. For purposes of this Agreement, the term “person” means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity,
Merger or Share Exchange. Unless a greater percentage vote, or action by one or more separate voting groups, is required by these Articles, by the Bylaws of the Corporation, by the provisions of the MBCA, or by the Board of Directors of the Corporation acting pursuant to subsection (3) of Section 11.04 of the MBCA, the approval and adoption of plan of merger or share exchange shall require the affirmative vote of at least a majority of all shares entitled generally to vote on such matter by these Articles.
Merger or Share Exchange. NWYU and ST shall enter into a merger agreement, share exchange agreement, or similar transaction under which, at the time of the closing of the transaction (the “Closing”), NWYU shall acquire all of the issued and outstanding capital stock in ST in exchange for NWYU’s issuance to the shareholders of ST, on a pro rata basis, of shares of preferred stock in NWYU having the right to convert to the cumulative equivalent of ninety percent (90%) of the issued and outstanding share capital of NWYU (the “Preferred Stock”). The Preferred Stock shall, at the time of the Closing, represent not less than 90% of the issued and outstanding share capital of NWYU on a fully diluted basis to include all (i) issued and outstanding common stock, (ii) all shares of common stock issuable upon conversion of any convertible notes, preferred stock, or similar instruments, (iii) all shares of common stock issuable upon exercise of all warrants, options, or similar instruments, (iv) issued and outstanding preferred stock, and (v) any other shares of common stock which, as of the Closing, NWYU is or may, at the sole option of others, be obligated to issue. Concurrently with the Closing, ST will furnish to NWYU such additional funding as is necessary to pay in full the outstanding convertible notes and other debt of NWYU, up to a maximum amount of $300,000. The terms for such additional funding shall be at the discretion of ST, subject to the approval of NWYU, which shall not be unreasonably withheld. The current business, assets, and operations of NWYU, as owned and operated under its New You, LLC subsidiary, shall continue under the ownership and control of NWYU following the Closing. A definitive agreement (the "Definitive Agreement") satisfactory to ST and NWYU shall be executed by ST, the shareholders of ST, and NWYU at or prior to the Closing. The Definitive Agreement shall contain terms, conditions, representations and warranties, covenants and legal opinions normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI. The Parties may, upon negotiation and mutual agreement, include terms in the Definitive Agreement which are different from those contained in this Letter of Intent, in which case the terms of the Definitive Agreement shall be controlling.
Merger or Share Exchange. Unless a greater percentage vote, or action by one or more separate voting groups, is required by these Articles, by the Bylaws of the Corporation, by the provisions of the MBCA, or by the Board of Directors of the Corporation acting pursuant to subsection (3) of Section 11.04 of the MBCA, the approval and adoption of plan of merger or share exchange shall require the affirmative vote of at least a majority of all shares entitled generally to vote on such matter by these Articles, and in addition, a majority of the shares of any voting group entitled to vote separately on the matter pursuant to the MBCA, by these Articles or by the Bylaws of the Corporation, or by action of the Board of Directors of the Corporation taken pursuant to Subsection (3) of Section 11.04 of the MBCA.
