Transaction Descriptive Summary Sample Clauses

Transaction Descriptive Summary. CRFU and its directors and shareholders have approved the acquisition of Sun Group and the shareholders of Sun Group (“Sun Group Shareholders”) have consented to the acquisition of Sun Group by CRFU, a publicly traded company. CRFU would acquire a 70% interest (RMB 74,200,000) in Sun Group in exchange for the issuance of 30,000,000 new shares of CRFU to Sun Group Shareholders. CRFU will also grant to Sun Group a two (2) year non-transferable option to subscribe for and purchase 10,000,000 new shares of CRFU stock in exchange for RMB 31,800,000. In addition, Sun Group and/or the Sun Group Shareholders will acquire 9,500,000 freely transferable common shares of CRFU from M▇. ▇▇▇▇▇ for a payment by Sun Group and/or the Sun Group Shareholders of an amount equal to $600,000, less related expenses. The distributions of payments will be made by Sun Group to CRFU and M▇. ▇▇▇▇▇ in accordance with the Escrow Agreement. The above purchase and issuance will give Sun Group a 'controlling interest' in CRFU representing approximately 94% of the issued and outstanding shares. The transaction will not immediately close but shall be conditioned upon (1) the delivery into escrow of the 9,500,000 shares from M▇. ▇▇▇▇▇, (2) the delivery into escrow of the 30,000,000 shares for the benefit of Sun Group Shareholders, (3) grant to Sun Group of the two (2) year option for the subscription and purchase of the additional 10,000,000 new shares for RMB 31,800,000 (4) the absence of material liabilities in CRFU as defined by the Generally Accepted Accounting Principles, and (5) the delivery into escrow the copies of restricted and non-transferable stock certificates pursuant to the lock-up agreement, including 250,000 shares belonging to M▇. ▇▇▇▇▇, 200,000 shares belonging to L▇▇▇▇ ▇▇▇▇▇ and 200,000 shares belonging to R▇▇▇▇▇▇ ▇▇▇▇▇, prior to Closing. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. XCEN desires to acquire Pingchuan and the shareholders of Pingchuan (the "Pingchuan Shareholders") wish Pingchuan to be acquired by a public company. XCEN would acquire 100% of the capital stock of Pingchuan for 70,000,000 new shares of XCEN. XCEN would cause the cancellation of 7,800,000 (pre-reverse stock split) shares of its outstanding shares of common stock in exchange for a payment by Pingchaun and/or the Pingchuan Shareholders of $400,000, less related expenses, in the aggregate. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized for the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. CDDY desires to acquire Roadships and Roadships Am and the shareholders of Roadships and Roadships Am (Collectively the “Roadships Shareholders”) desire the Roadships and Roadships Am be acquired by CDDY. CDDY would acquire 100% of the capital stock of Roadships and Roadships Am in exchange for a pro rata interest in CDDY. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free organization, in which there is no corporate gain or loss recognized by the parties, in reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. QXBT desires to acquire AcuMed and CCA and the shareholders of AcuMed and CCA (referred to collectively as the “Acquired Shareholders”) desire that AcuMed and CCA be acquired by QXBT. QXBT would acquire 100% of the capital stock of AcuMed and 100% of the capital stock of CCA in exchange for an issuance by QXBT of 310,000,000 post-split new shares of Common Stock of QXBT to the Acquired Shareholders pursuant to Section 4(2) of the Securities Act of 1933, as amended. In addition, the Acquired Shareholders would acquire 2,940,667 post-split shares of the Common Stock of QXBT from M▇. ▇▇▇▇ and/or his assignees in exchange for:(i) a cash payment by the Acquired Shareholders of an amount equal to $60,000 payable to M▇. ▇▇▇▇ or his assignee and (ii) a promissory note made by QXBT (the “Note”) and held by M▇. ▇▇▇▇ or his assignee in an amount equal to $55,000. The 2,940,667 post-split shares will be retired back to the treasury at Closing. The above issuance and purchase will give the Acquired Shareholders an interest in QXBT representing approximately 99.1% of the issued and outstanding shares of QXBT on a fully diluted basis. The transaction will not immediately close but shall be conditioned upon (1) settlement of any and all liabilities of QXBT, (2) the completion of a 'reverse split' of Common Stock of QXBT at a ratio of one for fifteen (1 for 15), (3) a deposit of 2,940,667 post-split shares of Common Stock of QXBT along with duly endorsed stock powers, into the escrow account of Greentree Financial Group, Inc. ("Escrow Agent") in exchange for the cash payment of $60,000 and the Note which shall also be simultaneously deposited into the escrow account of Escrow Agent, (4) the new issuance of 310,000,000 post-split shares of Common Stock of QXBT to the Acquired Shareholders, which should take no longer than 60 days, (5) the retirement of 2,940,667 post-split shares back to the treasury and (6) the resignation of M▇. ▇▇▇▇ and all other officers and directors the employment of QXBT and appointment of successor(s) nominees as designated by AcuMed / CCA and/or the Acquired Shareholders. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. AMSZ desires to acquire 100% of the issued and outstanding Capital Stock of OPH and the shareholders of OPH (the “OPH Shareholders”) desire that OPH be acquired by AMSZ. Pursuant to this Agreement AMSZ shall acquire 833.33 membership units of OPH in exchange for a transfer of 15,940,000 shares of AMSZ Convertible Preferred Stock to the OPH shareholders, of such Convertible Preferred Stock, 4,000,000 shares will be converted at closing into 40,000,000 shares of AMSZ's common stock. This transaction will not close immediately but shall be conditioned on approval by the board of AMSZ and OPH respectively. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. RDSH desires to acquire 100% of the issued and outstanding Ordinary Shares of ELP and the shareholders of ELP (the “ELP Shareholders”) desire that ELP be acquired by RDSH. Pursuant to this Agreement RDSH shall acquire 500 shares of ELP in exchange for a new issuance of 500 shares of RDSH to the ELP shareholders which will give ELP an interest in RDSH representing approximately less than 1% of the then issued and outstanding shares of RDSH on a fully diluted basis. This transaction will not close immediately but shall be conditioned on approval by the board of RDSH and ELP respectively. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. ▇▇▇▇ desires to acquire ZHLD and the shareholders of ZHLD (the “ZHLD Shareholders”) wish ZHLD to be acquired by a public company such as ▇▇▇▇. ▇▇▇▇ would acquire 100% of the capital stock of ZHLD for 55,000,000 new shares of ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ would cause C&C Properties, Inc., owner of 12,000,000 common shares of ▇▇▇▇ to tender 11,000,000 shares of common stock of ▇▇▇▇ for cancellation by ▇▇▇▇ in exchange for a payment by ZHLD and/or the ZHLD Shareholders to C&C Properties, Inc. of an aggregate of $400,000 ($300,000 in cash and $100,000 in a promissory note), less related expenses, in the aggregate. Prior to the closing, ▇▇▇▇ will change its name to such name as ZHLD shall designate, and ▇▇▇▇ will increase its authorized shares of common stock to 150,000,000 shares. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized for the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. HRMX desires to acquire ADT and the ADT Shareholders wish ADT to be acquired by a public company. The ADT Shareholders will exchange 100% of the capital stock of ADT for (i) 2,850,000 outstanding shares of HRMX Series A convertible preferred stock such transfer to be made on the date of execution of this Agreement and (ii) 20,000,000 (post-reverse stock split) new shares of HRMX common stock to be transferred to the ADT Shareholders on the Closing Date which shall in no event be later than January 7, 2005. In addition, the ADT Shareholders will make the second of two payments to the Majority Shareholders of HRMX of $400,000 in the aggregate, the first payment having already been paid in escrow pursuant to the Escrow Agreement. The parties intend that the transactions qualify and meet the Hong Kong Inland Revenue Department and US Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized for the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

Transaction Descriptive Summary. RTTE desires to acquire CAMG and the shareholders of CAMG (the “CAMG Shareholders”) desire that CAMG be acquired by RTTE. RTTE would acquire 100% of the capital stock of CAMG equal to 10,000 shares in exchange for an issuance by RTTE of 22,500,000 new shares of Common Stock of RTTE and 1,000,000 shares of super-voting shares of preferred stock to the CAMG shareholders. RTTE shall issue 1,607,853 shares of Common Stock to the RTTE advisors A▇▇▇▇▇ ▇▇▇▇ shall return 2,500,000 shares of Commons stock to the RTTE treasury for immediate cancelation. The above-mentioned transactions and issuance of 22,500,000 new shares of Common Stock and 1,000,000 shares of super voting Preferred Stock to the CAMG Shareholders in connection with the Plan of exchange will give CAMG a 'controlling interest' in RTTE representing approximately 98% of the voting shares of RTTE. CAMG will maintain RTTE's active trading status on the OTC Markets. The transaction will not immediately close but shall be conditioned upon: (1) Elimination of all liabilities in RTTE as of the closing date; (2) a deposit of 22,500,000 shares of Common Stock and 1,000,000 shares of super voting Preferred Stock into the escrow account of JPF Securities Law, LLC ("Escrow Agent") issued in the name of the CAMG shareholders and held in escrow until closing; (3) the resignation of A▇▇▇▇▇ ▇▇▇▇ from the board of directors and as officer of RTTE and appointment of her successor(s) as designated by CAMG and/or the CAMG Shareholders; and (4) the organization of CAMG as set forth in Schedule A attached hereto and approval and execution of necessary irrevocable PRC contractual arrangements and Hong Kong Instruments of Transfer in accordance with PRC and Hong Kong law, and all PRC regulatory approvals required for this transaction shall have been acquired. The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.