Surviving Corporation Name. Xxxxxx and Standard Pacific shall use commercially reasonable efforts to mutually agree upon the new name of the Surviving Corporation at or prior to the date on which the Proxy Statement is sent to the stockholders of Xxxxxx and the stockholders of Standard Pacific.
Surviving Corporation Name. Pursuant to the Plan of Merger, Energy Factors is the surviving corporation and has amended and restated its articles of incorporation to, among other things, change its name to Dynamic Health Products, Inc. Executed on June 12, 1998. Nu-Wave Acquisition, Inc. Energy Factors, Inc. By: By: --------------------------------- ----------------------------- Kotha S. Sxxxxxxx, xx President Paul Xxxxxxxxxx, xx President Exhibit 7.4(a) Form of Opinion Letter [SCHIFINO & FLEIXXXXX, X.A. LETTERHEAD] June 12, 1998 Nu-Wave Acquisition, Inc. Nu-Wave Health Products, Inc. 5770 Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, XX 00000 Xxtention: Dr. Xxxxx X. Sxxxxxxx Xxntlemen: We have acted as counsel to Energy Factors, Inc. (the "Company"), a Florida corporation, and U.S. Diversified Technologies, Inc. (the "Shareholder"), a Florida corporation (collectively, "Sellers"), in connection with the Agreement and Plan of Reorganization dated June 12, 1998 (the "Agreement"). This is the opinion contemplated by Section 7.4(a) of the Agreement. All capitalized terms used in this opinion without definition have the respective meanings given to them in the Agreement or the Accord referred to below. This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the Law of the State of Florida. On June 12, 1998, pursuant to Chapter 607.0704 of the Florida Business Corporation Act, Messrs. Paul Xxxxxxxxxx, Xxrix Xxxxxxx xxx Marvxx Xxxtsch, owners of approximately 90% of the outstanding shares of capital stock of the Shareholder, approved the adoption of the Agreement. Florida law requires that within ten (10) days after the approval of the Agreement, notice must be given to those shareholders of the corporation who have not consented in writing to the Agreement. We have been advised that proper notice will be given within the ten day period. Based on the foregoing, and assuming compliance with Chapter 607.0704 of the Florida Business Corporation Act, is our opinion that:
1. The Agreement is enforceable against the Sellers. The Lockup Agreement is ...
Surviving Corporation Name. The Surviving Corporation. The Surviving Corporation shall not undergo a name change. It shall retain the name “Homestead Mutual Insurance Company” upon the effectuation of the Merger.
Surviving Corporation Name. GreenPoint agrees to cause the -------------------------- name of the Surviving Corporation initially to be Headlands Mortgage Company.
