Merger Terms and Conditions Sample Clauses

Merger Terms and Conditions. 2.1 The Merger. On the Effective Date, Trinity shall be merged (the “Merger”) with and into River Financial with River Financial as the surviving corporation (herein referred to as the “Resulting Corporation” whenever reference is made to it as of the time of Merger or thereafter).

Merger Terms and Conditions. The principal terms of the merger are as follows: a.) OFSM shareholders will be allowed via the Merger to exchange, on a one for one basis, all their issued and outstanding shares of Common Stock for shares of IBL Class A Common Stock as outlined in Article 3 of this Agreement. Shares of OFSM Common Stock not exchanged for IBL Class A Common Stock shall be exchanged for Class A Common Stock of the surviving corporation. b.) In addition to any other provisions of this Agreement, seven per cent (7%) or 425,562 shares, whichever is greater, of the surviving corporation's issued and outstanding Class A Common Stock (6,079,462) shall be provided to the following parties in the following allotments: 1) Odette Holdings, Ltd. Shall receive 325,562; 2) Xxxx Xxxxxxx shall receive 20,000 shares; and 3) Gion Limited shall receive the remaining 80,000 shares. Odette Holdings, Ltd. shall also receive any excess in the event seven per cent (7%) of the surviving corporation's issued and outstanding Class A Common Stock exceeds 425,562 shares. c.) IBL agrees to pay Xx. Xxxxx additional consideration in the amount of $35,000 within 45 days after the date the Merger is effective. d.) IBL will within 20 days after the Merger closes pay off OFSM's payables that are outstanding at the time of the Merger. The amount to be paid by IBL shall not exceed $35,000. e.) IBL agrees to have the Form 15C211 filed with the Securities Exchange Commission (SEC) within 20 days after the Merger closes. If the Form 15C211 is not filed with the SEC within 20days IBL agrees to issue Xx. Xxxxx 50,000 additional shares of Class A Common Stock. f.) Immediately after the merger the $62,124 liability recorded as "due to shareholder " on the OFSM Financial Statements will be converted into equity to purchase Class A Common Stock in the surviving Corporation. The shares will be purchased at the most recent purchase price that accredited investors have purchased IBL Class A Common Stock, which is $2.00 per share. g.) The parties acknowledge that IBL has two classes of stock. Class A Common Stock and Class B Common Stock, and that Class B Common Stock has special voting rights. In matters to be decided by shareholder vote Class A Shareholders have one (1) vote per share owned and Class B shareholders have 10 votes per share owned. The parties further acknowledge that Xx. Xxxxxx Xxxxxxxx the Chairman and Chief Executive Officer of IBL is the only IBL shareholder who owns Class B Common Stock. The parties a...

Merger Terms and Conditions