Plan of Share Exchange. The Business Combination Agreement is hereby amended by replacing Exhibit E attached thereto in its entirety with Exhibit E attached hereto.
Plan of Share Exchange. It is hereby agreed that the LBG Stock shall be acquired by Bonanza solely in exchange for the number of shares of restricted Bonanza Stock as detailed in Annex I. It is the intention of the parties hereto that this entire transaction qualify as a corporate reorganization under Section 368(a)(1)(B) of the Code, and related or other applicable sections thereunder. However, neither party is making any representations or warranties regarding the tax treatment of this transaction.
Plan of Share Exchange. This Plan of Share Exchange ("Plan") is entered into between Global Life Sciences, Inc., a Nevada corporation with its principal offices located at 0000 Xxxxxx Xxxxx XX, Xxxxxxx, XX 00000 ("Acquiror") and Nortia Capital Partners, Inc., a Florida corporation with its principal offices located at 000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 ("Acquiree").
Plan of Share Exchange. The plan of share exchange is as follows:
(a) The name of the corporation the shares of which are being acquired is Deep Core. The name of the corporation which is acquiring Deep Core's shares is Heavy Earth.
(b) Deep Core shall exchange all of its shares then issued and outstanding in accordance with the applicable provisions of the Cayman Islands Companies Law and the terms and conditions set forth in that certain Share Exchange Agreement, dated May 3, 2012 (the "Share Exchange Agreement"), by and among Heavy Earth, Deep Core, and Xxxxx Xxxx, the sole stockholder of Deep Core.
(c) The manner and basis of exchanging the shares of Deep Core to be acquired by Heavy Earth is as follows: on the Effective Date, each share of Common Stock, par value $.001 per share, of Deep Core (the "Deep Core Common Shares") which is then issued and outstanding shall, upon delivery of a stock certificate evidencing the Deep Core Shares, duly endorsed for transfer by the holder thereof, be exchanged for 250,000 shares of common stock of Heavy Earth, as set forth in the Share Exchange Agreement.
Plan of Share Exchange. On the Effective Date (as defined and provided for in this Agreement), all shares of Minority Stock shall be exchanged for, as more particularly provided for and limited by the terms of this Agreement, Continuing Corporation Common Stock. At and after the Effective Date, Minority Stock and certificates representing shares of Minority Stock shall be deemed for all purposes to evidence solely the right to receive Continuing Corporation Common Stock, and the holders of Minority Stock shall, subject to any dissenters' rights any holder may have, possess no right to vote, receive dividends or distributions or any other consideration in respect of the Minority Stock.
Plan of Share Exchange. It is hereby agreed that the Superior Stock shall be acquired by GPRE at Closing in exchange for 100,000 shares of restricted GPRE Stock (the "Shares"). It is the intention of the parties hereto that this transaction will qualify as a corporate reorganization under Section 368(a)(1)(B) of the Code, and related or other applicable sections thereunder. However, neither party is making any representations or warranties regarding the tax treatment of this transaction.
Plan of Share Exchange. The Shareholders hereby approve the Plan of Share Exchange by and among the Corporations and OSI in substantially the form attached as Exhibit "A" hereto.
Plan of Share Exchange. Pursuant to the Agreement and Plan of Share Exchange dated as of April 17, 2000 ("PLAN OF SHARE EXCHANGE") between PNM and PNM Resources, attached hereto as part of these Articles of Exchange:
(1) Each share of common stock of PNM ($5.00 par value per share) issued and outstanding immediately before the Effective Time shall be automatically exchanged for one share of common stock of PNM Resources (without par value), which shares of PNM Resources common stock shall thereupon be fully paid and non-assessable;
(2) PNM Resources shall acquire and become the owner and holder of each issued and outstanding share of common stock of PNM so exchanged; and
(3) Each share of PNM Resources common stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall thereupon constitute an authorized and unissued share of PNM Resources. Shares of preferred stock of PNM in existence prior to the Effective Time shall not be exchanged or otherwise affected in connection with the Plan of Share Exchange.
Plan of Share Exchange. It is hereby agreed that all of the RMI Common Stock shall be acquired by ACMC in exchange solely for ACMC common voting stock (the "ACMC Shares"). It is the intention of the parties hereto that all of the issued and outstanding shares of capital stock of RMI shall be acquired by ACMC in exchange solely for ACMC common voting stock and that this entire transaction qualify as a corporate reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related or other applicable sections thereunder. However, neither party is making any representations or warranties regarding the tax treatment of this transaction.
