Plan of Acquisition. Members of Acquiree are the owners of all the issued and outstanding memberships of said Acquiree. It is the intention of the parties hereto that all of the issued and outstanding memberships of Acquiree shall be acquired by Acquiror in exchange solely for newly issued Acquiror voting stock. It is the intention of the parties hereto that this transaction qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, as an exchange of equity.
Plan of Acquisition. A. REORGANIZATION AND ACQUISITION Treasury and American are hereby reorganized, such that Treasury shall acquire all the issued and outstanding membership interests of American with all of its current assets, liabilities and businesses, and American shall become a wholly owned subsidiary of Treasury.
Plan of Acquisition. Section 3.01 At Closing, SYLIOS shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, ONE HUNDRED PERCENT (100.0%) of the UNITS of BANK. In exchange for the transfer of SAID UNITS of BANK by SYLIOS, GCC shall assign SYLIOS a royalty of Ten percent (10%) from the net sales proceeds generated by BANK through its operations up to a combined payment amount of Fifty Thousand and NO/100 Dollars ($50,000.00), thereafter SYLIOS shall receive a three percent (3%) royalty for perpetuity.
i. SYLIOS shall file a Reinstatement with the State of Florida on or before May 10, 2017. In the event that SYLIOS fails to file the Reinstatement and/or pay all fees due to the State of Florida for BANK, GCC may rescind this transaction.
ii. Upon Notice from the State of Florida that BANK is in “Good Standing”, SYLIOS shall then file a Notice of Conversion and Articles of Incorporation for BANK converting the entity to a Florida for-profit corporation.
iii. All monies due under Sections 3.01.i and 3.01.ii are to be paid by SYLIOS. For purposes of this Agreement, all accounting terms such as “assets”, “tangible”, “liabilities”, “net income”, etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles.
Plan of Acquisition. The Plan consists of the acquisition by MDHG, of all of the issued and outstanding shares of Capital Stock of Syrup, in a contemplated tax-free exchange for the issuance by MDHG to Syrup Shareholders of 3,026,794 shares of MDHG's authorized but presently unissued $0.001 par value Common Stock. Issuance of the foregoing shares shall be made at such time as all of the terms and conditions set forth in this Agreement (excluding Preferred Stock conversion conditions) are satisfied. On Closing MDHG shall also issue an aggregate of 350 shares of $1 par value Preferred Stock, to Mark Streisfxxx xxx Xxxx Posner xx xxxxx into the Transaction. Each such share shall be convertible into Three Hundred (300) shares of $0.001 par value Common Stock upon the earliest of the following events: i) MDHG's annual gross revenues equal or exceed $10 Million; or, the Company completes an SEC registration for the sale of its securities and attains a NASDAQ or exchange listing. Streisfeld axx Xxxxxx shall be elected to the board of directors of MDHG simultaneously with the Closing.
Plan of Acquisition. 11 Section 20. Notices........................................................12 Section 21. Entire Agreement; Modification; Waivers........................12 Section 22. Headings.......................................................13 Section 23. Successors and Assigns.........................................13 Section 24.
Plan of Acquisition. The method of effecting the Acquisition and the basis for exchanging and converting the outstanding RSI capital stock into shares of Common Stock of Nexgen, shall be as follows: In exchange for all the RSI capital stock, Nexgen shall issued an aggregate of 12,000,000 shares of its x common stock all of which will be deemed "restricted stock" as that term is defined in the regulations of the Securities and Exchange Commission, (the "Commission') promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Prior to issuance, Nexgen shall have outstanding 6,985,000 shares of common stock.
Plan of Acquisition. 1.1 Purchase and Sale of Transferred Assets
Plan of Acquisition. 4 2.1 The Merger......................................................................................4 2.2 Adjustments.....................................................................................4 2.3 Closing.........................................................................................4 2.4 Execution and Delivery of Closing Documents.....................................................5 2.5 Execution and Filing of Merger Documents........................................................5 2.6 Effectiveness of Merger.........................................................................5 2.7
Plan of Acquisition. The acquisition (hereinafter referred to as the “Acquisition”) will consist of: (i) the acquisition by Acquiring Fund of substantially all of the property, assets and goodwill of Acquired Fund in exchange solely for full and fractional shares of shares of beneficial interest, par value $0.01 per share, of Acquiring Fund (“Acquiring Fund Shares”); (ii) the pro rata distribution of Acquiring Fund Shares to the holders of Acquired Fund common stock (“Acquired Fund Shares”), according to their respective interests in complete liquidation of Acquired Fund; and (iii) the dissolution of Acquired Fund as soon as practicable after the closing (as referenced in Section 3 hereof, hereinafter called the “Closing”), all upon and subject to the terms and conditions of this Agreement hereinafter set forth.
Plan of Acquisition. A. REORGANIZATION AND ACQUISITION Heartland and Ohio Valley Lumber will be reorganized, such that Heartland shall acquire all the capital stock of Ohio Valley Lumber with all of its current assets, liabilities and businesses, and Ohio Valley Lumber shall become a wholly owned subsidiary of
