Terms and Conditions of Exchange. For greater certainty, the Masonite Securityholder will receive no consideration for the Employee Rollover Options other than the Replacement Option(s). The number of Stile Holding Shares and the exercise price per share under the Replacement Option(s) has been determined on the basis that the aggregate In-the-Money Amount of the Replacement Option(s), immediately after the exchange, will be equal to the aggregate In-the-Money Amount of the Employee Rollover Options, immediately before the exchange. Upon the exchange, the Employee Rollover Options will be cancelled.
Terms and Conditions of Exchange. (1) The cash consideration to be paid by BHI in exchange for the shares of Berlitz common stock to be acquired in the Share Exchange (as defined below) shall be $16.50 per share (the "Purchase Price").
(2) The other terms and conditions of the Share Exchange are as follows:
Terms and Conditions of Exchange. (a) Each outstanding share of common stock of MILLWORK shall be surrendered in exchange for Two Million Eight Hundred and Forty Thousand (2,840,000) shares of the Class A common stock of Northtech Industries, Inc. However, no fractional shares of NORTHTECH Class A common stock will be issued. In lieu of any fractional share, NORTHTECH shall pay the surrendering holder of common stock of MILLWORK cash equal to the value of the fractional share, based upon the market value of one whole share of the common stock of NORTHTECH on the effective date of the merger. The agreed upon market value being Seven cents ($.07) per share.
(b) Any shares of MILLWORK common stock held in the treasury of MILLWORK on the effective date of the merger will not be deemed to be issued or outstanding for purposes of this exchange. Such shares shall automatically be cancelled, and no shares of the common stock of NORTHTECH will be issued in respect of such treasury shares.
(c) On the effective date of the exchange of shares, each holder of one or more shares of the common stock of MILLWORK shall surrender any and all certificates representing such shares to NORTHTECH, or its appointed agent, in such manner as NORTHTECH shall reasonably and legally require. Upon receipt of any such certificate, NORTHTECH will issue in exchange a certificate representing the number of shares of NORTHTECH common stock the surrendering MILLWORK shareholder is entitled to receive pursuant to the provisions of paragraph A, above.
(d) The holder of any shares of NORTHTECH common stock issued pursuant to this Plan of Share Exchange will be entitled to receive dividends on such shares as if such shares had been issued on the effective date of the merger if and to the extent that the Board of Directors of NORTHTECH has declared or caused to be paid any such dividends between the effective date of the exchange and the issuance of a certificate representing newly issued NORTHTECH stock.
Terms and Conditions of Exchange. The terms and conditions of the Exchange are (in addition to those set forth elsewhere in this Agreement) as follows: Prior to the Closing Date, GALTECH shall:
(a) GALTECH will distribute all, if any, of its capital stock interest in any subsidiary company to the existing shareholders of GALTECH; and
(b) GALTECH will seek and obtain shareholder approval for a reverse split of outstanding shares so as to cause a total of no more than 7,000,000 GALTECH Common Shares to be outstanding on the Closing Date, with no other shares of any kind issued or outstanding; and
(c) GALTECH shall cause to have shareholders increase the number of Preferred Shares authorized to accommodate the terms of this Agreement, have any existing Preferred Shares of GALTECH converted into GALTECH Common Shares, with the number of converted Preferred Shares being part of the 7,000,000 GALTECH Common Shares outstanding on the Closing Date, and make the necessary accommodation to have a new class of Contingent Common, convertible into Common, be authorized by Shareholders; and
(d) GALTECH shall capitalize a New Corporation ("NUCO") with all the assets, liabilities and current operations of GALTECH; and
(e) GALTECH shall complete its audits for 2004 and 2005, make necessary filings with the SEC to become current with all required SEC filings, and provide CBM Directors copies of all audits and SEC filings, which is a prerequisite to closing, and with such audits and filing made or presented in such a fashion to be acceptable to the Directors of CBM Group, Inc.; and
(f) GALTECH shall provide CBM Directors with current Articles of Incorporation and Bylaws as may have been amended and as may need to be amended to complete this Exchange prior to Closing; and
(g) GALTECH shall affirm it will provide $30,000 in expenses to complete this transaction, with additional expense funding being provided by others in a way of a loan, and or a commitment to purchase newly issued GALTECH shares after completion of this Exchange, on terms of prior approval and on terms mutually satisfactory to CBM Directors, with newly issued shares to pay expenses paid by others, issued at a price to be determined and issued as soon after the closing date as practicable. Prior to the Closing Date, CBM shall:
(a) CBM's Directors, Daniel W. and Yolanda T. Cook, shall xxxxxx xxprovax xx xxxx xxxx 50% of all existing shareholders of CBM Group, Inc., approving this Exchange; and
(b) GALTECH, CBM Group, Inc. along with the Daniel ...
Terms and Conditions of Exchange
