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TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER Sample Clauses

TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER. (a) On the "Effective Date", as hereinafter defined, the following shall be or shall have been done: (i) SFII and Acquisition Corp. shall have obtained approval for this Agreement and the transactions described herein by their respective Boards of Directors and Owners, if necessary, pursuant to the applicable provisions of Delaware law; (ii) Acquisition Corp. shall merge into SFII and cease to exist; (iii) SFII shall thereupon and thereafter possess, and be the owner of, all the rights, privileges, powers, franchises, patents, trademarks, licenses, and other assets and accounts receivable of every kind and description of Acquisition Corp., and SFII shall be subject to all the restrictions, disabilities, and duties of Acquisition Corp. with respect thereto; and all property, real, personal or mixed, and all debts and obligation due to Acquisition Corp.on whatever account shall be vested in SFII; and all rights of creditors and all liens upon any property of Acquisition Corp. shall be preserved unimpaired; and all debts, liabilities, duties, and obligations of Acquisition Corp. [including obligations of Acquisition Corp. on account of (A) Stock Subscriptions to which Acquisition Corp. is a Party; (B) Debentures of Acquisition Corp.; and (C) Stock Conversion obligations with respect to Debentures of Acquisition Corp.], shall henceforth attach to SFII, and may enforced against SFII to the same extent as if said debts, liabilities, duties, and obligations had been incurred or contracted by SFII; (iv) If, at any time after the Effective Date, SFII shall consider or be advised that any further assignments or assurances and law or any other acts are necessary or desirable (A) to vest, perfect or confirm, of record or otherwise, in SFII, title to and possession of any property or right of Acquisition Corp. acquired or to be acquired by reason of, or in connection with, this Merger, or (B) otherwise to carry out the purposes of this Merger, Acquisition Corp. and its officers and directors shall be deemed to have granted to SFII an irrevocable power of attorney to execute and deliver all such proper deeds, assignments, and assurances in law, and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in SFII addition and otherwise to carry out the purposes of this Merger; and the proper officers and directors of SFII are fully authorized in the name of Acquisition Corp. otherwise to take any and all such actio...
Sample 1See All (5)
TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER. (a) GOLD and AMT acknowledge that time is of the essence in executing this Agreement and closing on the transaction described herein. (b) On the "Effective Date," as hereinafter defined, the following shall be done: (1) AMT shall divest itself of all of its assets. (2) AMT will nominate its new Board of Directors. Simultaneously with the election of new Directors to the Board, the existing director will resign. (3) GOLD shareholders shall exchange their shares for shares of AMT common stock. The stock certificates representing ownership of the common stock shall be properly endorsed on the back for transfer and exchanged for AMT shares. (4) GOLD shareholders shall receive shares of AMT common stock. Each certificate representing the restricted shares of common stock will have a legend thereon incorporating language as follows: "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The shares have been acquired for investment and may not be sold or transferred in absence of an effective registration statement for the shares under the Act unless, in the opinion of counsel satisfactory to the Company, registration is not required under the Act." (5) GOLD will merge into AMT and cease to exist. (6) AMT shall change its name to Gold Entertainment Group, Inc. (7) The terms and conditions of the merger shall be as set forth in Articles of Merger (hereinafter referred to as the "Articles of Merger") and as further provided herein. The Articles of Merger shall constitute an agreement of merger for purposes of the General Corporation Law of the State of Nevada and shall be attached hereto as Exhibit A. (8) AMT and GOLD shall obtain approval for this Agreement and the transactions described herein by their respective board of directors pursuant to the applicable provisions of Nevada law. (c) The merger shall become effective at the close of business on the day when the Articles of Merger, certified as to requisite approval of Directors, shall have been filed in the Office of the Secretary of State of the State of Nevada. The Articles of Merger shall be filed as soon as practicable after the date this Agreement is signed. (d) The shares of common stock of AMT to be issued to the shareholders of GOLD have not been registered under the Securities Act of 1933 and may not be resold unless the common stock is registered under the Act or an exemption from such registration is available. Each stockholder...
Sample 1
TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER. (a) On the "Effective Date", as hereinafter defined, the following shall be or shall have been done: (i) PDCI and STERILE-PRO shall have obtained approval for this Agreement and the transactions described herein by their respective boards of directors and shareholders/owners pursuant to the applicable provisions of Nevada and Florida law; (ii) STERILE-PRO shall merge into PDCI and cease to exist; (iii) The terms conditions of the merger shall be as set forth in Articles of Merger (hereinafter referred to as the "Articles of Merger") and as further provided herein. The Articles of Merger shall constitute an agreement of merger for purposes of the General Corporation Law of the State of Nevada; (iv) STERILE-PRO's 8% Series A $1,000,000.00 Senior Subordinated Convertible Redeemable Debenture due July 5, 2002 (the "Sterile-Pro Debenture"), together with underlying shares of STERILE-PRO's common stock, Par Value $0.001 per share (the "Sterile-Pro Common Stock"), into which the Sterile-Pro Debenture is convertible from time to time, shall be converted into an identical PDCI debenture (the "PDCI Debenture"), together with shares of underlying common stock, Par Value $0.001 per share, of PDCI into which the new PDCI Debenture may be converted (the "PDCI Common Stock"); (v) All of the issued and outstanding shares of the Common Stock, Par Value $0.001 per share, of STERILE-PRO shall be converted into 30,500,000 shares of PDCI Common Stock, Par Value $0.001 per share, which shall be fully paid and non-assessable. In lieu of the issuance of any fractional shares, the shares of PDCI's Common Stock to which STERILE-PRO's shareholders are entitled shall be rounded off to the next highest whole number. Until surrendered and exchanged as herein provided, each outstanding certificate which, prior to the Effective Date, represented a STERILE-PRO security, shall be deemed for all corporate purposes to evidence ownership of the appropriate number of securities of PDCI into which the STERILE-PRO security shall have been so converted; (vi) Subject to Sub-section (v), above, each holder of a certificate representing issued and outstanding securities of STERILE-PRO immediately prior to the Effective Date of the Merger, shall, upon surrender of such certificate to PDCI after the Effective Date, be entitled to receive a certificate representing the appropriate number of shares of securities of PDCI as described above. Until actually surrendered, each such STERILE-PRO certificate sh...
Sample 1

Related to TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Terms and Conditions of Award The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

  • Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:

  • TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property in accordance with the above-stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. The Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and the Buyer subsequently defaults, the Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum, or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing.

  • Other Terms and Conditions of Employment Where an assessment has been made, the applicable percentage shall apply to the wage rate only. Employees covered by the provisions of the clause will be entitled to the same terms and conditions of employment as all other employees covered by this Agreement paid on a pro-rata basis.

  • Terms and Conditions of Payment Payments will be made to the Service Provider according to the payment schedule stated in the SCC. Unless otherwise stated in the SCC, the advance payment (Advance for Mobilization, Materials and Supplies) shall be made against the provision by the Service Provider of a bank guarantee for the same amount, and shall be valid for the period stated in the SCC. Any other payment shall be made after the conditions listed in the SCC for such payment have been met, and the Service Provider have submitted an invoice to the Procuring Entity specifying the amount due.

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