Plan Adopted Sample Clauses

Plan Adopted. A plan of merger whereby M3 merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) M3 shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI. (c) When this Plan of Merger shall become effective, the separate existence of M3 shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and Georgia, if any. (e) The Surviving Corporation will carry on business with the assets of M3, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A. (g) The M3 Stockholders will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the M3 Common Stock surrendered by the M3 Stockholders, EGPI will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstandin...

Plan Adopted. This Plan of Merger of each of the Constituent Corporations pursuant to the provisions of Section 252 of the Delaware General Corporation Law and Sections 302A.611, 302A.613 and 302A.615 of the Minnesota Business Corporation Act is adopted as follows: (1) At the Effective Time, as hereinafter defined, Entegris shall be merged with and into Eagle Delaware (the “Reincorporation Merger”). (2) The surviving corporation of the Reincorporation Merger (the “Reincorporation Merger Surviving Corporation”) shall be Eagle Delaware and the name of Eagle Delaware shall be “Entegris, Inc.” (3) At the Effective Time, the separate existence of Entegris shall cease and the Reincorporation Merger shall have the other effects set forth in the provisions of the Delaware General Corporation Law and the Minnesota Business Corporation Act. (4) At the Effective Time, by virtue of the Reincorporation Merger and without any action on the part of the holders thereof, each share of common stock of Entegris, par value $.01 per share (“Entegris Common Stock”), the only authorized class of capital stock of Entegris, shall be automatically converted into one share of common stock, par value $.01 per share, of the Reincorporation Merger Surviving Corporation (“Surviving Corporation Common Stock”). (5) At the Effective Time, by virtue of the Reincorporation Merger and without any action on the part of the holder thereof, each share of common stock of Eagle Delaware, par value $.01 per share (“Eagle Delaware Common Stock”), outstanding and owned by Entegris, constituting the only Eagle Delaware capital stock outstanding immediately prior to the Effective Time, or held by Eagle Delaware as treasury shares, shall be cancelled and shall cease to exist, and no stock, cash or other property shall be issued in respect thereof.

Plan Adopted. A plan of merger of each of the Constituent Entities pursuant to the provisions of Section 263(c) of the DGCL and Section 17-211(c) of the DRULPA is adopted as follows:

Plan Adopted. A plan of merger whereby Litigation Dynamics merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Article 5.01, et seq., of the Texas Business Corporation Act (the “TBCA”), and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) Litigation Dynamics shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Texas. (b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and will continue to be a wholly-owned subsidiary of VR Holdings. (c) When this Plan of Merger shall become effective, the separate existence of Litigation Dynamics shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of Litigation Dynamics and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger. (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Texas, if any. (e) The Surviving Corporation will carry on business with the assets of Litigation Dynamics, as well as the assets of the Subsidiary. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.01, et seq., of the TBCA. (g) The Litigation Dynamics Shareholders will surrender all of their shares of the Litigation Dynamics Common Stock in the manner hereinafter set forth. (h) In exchange for the shares of the Litigation Dynamics Common Stock surrendered by the Litigation Dynamics Shareholders, VR Holdings will issue and transfer to them on the basis hereinafter set forth, shares of the VR Holdings Common Stock. (i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any shareholder of any constituent corporation. (j) The authorized capital stock of the Subsidiary is 1,000 shares of common stock, par value $0.01 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding. (k) The authorized capital stock of Litigation Dynamics is 100,000 shares of common stock, $0.01 par value per share, of...

Plan Adopted. A plan of merger of each of the Constituent Corporations pursuant to the provisions of Section 251 of the Delaware General Corporation Law is adopted as follows:

Plan Adopted. A plan of reorganization of FUSA and FTIC, pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is hereby adopted as follows:

Plan Adopted. A Plan of Reorganization of SWC and MEDIA, pursuant to the provisions of ss.368(a)(1)(B) of the Internal Revenue Code of 1986 is adopted as follows: (a) The SHAREHOLDERS will transfer to SWC Three Hundred Twenty Five Thousand (325,000) shares of the capital stock of MEDIA which constitutes all of the issued and outstanding shares of stock of MEDIA. (b) At the Closing, the SHAREHOLDERS will provide the original stock certificate representing their shares of stock in MEDIA to be transferred hereunder in form for transfer accompanied by properly executed Stock Powers of Assignment. The SHAREHOLDERS agree that the shares to be transferred by them represented by such certificates are subject to the interests of SWC hereunder and that, except as otherwise provided herein their obligations hereunder, shall not be terminated by operation of law or the occurrence of any event, including death, and that if any such event shall occur before the delivery of the shares to be exchanged hereunder, a certificate for such shares shall be delivered in accordance with the terms and conditions of this Agreement as if such event had not occurred, whether or not SWC shall receive notice of such event. (c) In exchange for the shares of MEDIA transferred by the SHAREHOLDERS, SWC will cause to be delivered to the SHAREHOLDERS Three Hundred Twenty Five Thousand (325,000) shares of the common stock of SWC (the "Exchange Shares"). The Exchange Shares shall be free and clear of all mortgages, pledges, claims, liens and other rights and encumbrances whatsoever, except as disclosed in this Agreement. SWC shall cause the Exchange Shares to be issued and delivered to the SHAREHOLDERS at the Closing herein on the basis of one (1) Exchange Share for every one (1) share of MEDIA transferred by each of the respective Shareholders.

Plan Adopted. A Plan of Reorganization (the “Plan”) of Winsonic and Merger Sub, pursuant to the provisions of §368(a)(2)(E) of the Internal Revenue Code of 1986 is adopted as follows: At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions of this Agreement and in accordance with the California Corporations Code (the “CCC”) and the Nevada General Corporation Law (the “NGCL”), Merger Sub shall be merged with and into Winsonic. Following the Merger, Winsonic shall continue as the surviving corporation under the name Winsonic Digital Cable Systems Network Ltd. (“WDCSN”) (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease. Following, the Merger, Parent shall do business under the assumed name Winsonic Digital Cable Media Group, Ltd. until such time as its shareholders approve an amendment to the Article of Incorporation to effect such name change.

Plan Adopted. The introductory title and paragraph for -------------------------- " Section 1.01. is hereby deleted in its entirety and shall be replaced and read as follows: "

Plan Adopted. A plan of merger of Reink and Newmarket pursuant to Section 252 of the General Corporation Law of the State of Delaware, Section 607.1107 of the Florida Statutes, and Section 368(a)(1)(a) of the Internal Revenue Code is adopted as follows: (a) Reink shall be merged with and into Newmarket, to exist and be governed by the laws of the state of Delaware. (b) The name of the Surviving Corporation shall be Newmarket Strategic Development Corp. which will change its name to Reink Corp. (c) When this Agreement shall be effective the separate corporate existence of Reink shall cease, and the Surviving Corporation shall succeed, without other transfer, to all the rights and property of Reink and shall be subject to all the debts and liabilities of the Merging Corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens on the property of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by the liens immediately prior to the merger. (d) The Surviving Corporation will carry on business with the assets of Reink as well as with the assets of Newmarket. Reink owns all of the issued and outstanding securities of its subsidiary, Renewable Resources, Inc. ("Renewable"), a New York corporation. Upon the Effective Date, the surviving corporation shall own all of the issued and outstanding securities of Renewable (as defined in Section 1.02 below). (e) The shareholders of Reink will surrender all of their shares in the manner hereinafter set forth. (f) In exchange for the shares of Reink surrendered by its shareholders, the Surviving Corporation will issue and transfer to these shareholders, on the basis set forth in