Transaction Descriptive Summary. HEXC desires to acquire Golden Sand and the Golden Sand Shareholders wish to be acquired by a public company. HEXC would acquire 100% of the capital stock of Golden Sand for 50,000,000 new shares of HEXC. HEXC would cause the cancellation of 380,000 shares of its outstanding shares of common stock in exchange for three payments by Golden Sand and/or the Golden Sand Shareholders of $500,000 in the aggregate and in consideration of issuing the 50,000,000 new shares of HEXC. The parties intend that the transaction qualify and meet the Internal Revenue Code requirements for a tax-free reorganization, in which there is no gain or loss recognized for the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.
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 Mx. Xxxxx 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 Mx. Xxxxx 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 Mx. Xxxxx, (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 Mx. Xxxxx, 200,000 shares belonging to Lxxxx Xxxxx and 200,000 shares belonging to Rxxxxxx Xxxxx, 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. EFLS desires to acquire MMV and the shareholders of MMV (the “MMV Shareholders”) desire that MMV be acquired by EFLS. EFLS would acquire 100% of the Capital Shares of MMV, it being understood that MMV has total assets of at least $3,200,000 and MMV total liabilities of no greater than $850,000 (excluding contingent liabilities), in exchange for an issuance by EFLS of 28,000,000 new shares of Common Stock of EFLS to MMV Shareholders or their assigns (see attached distribution). At the Closing, EFLS also will issue an aggregate of 10,332,680 to four persons for services rendered on behalf of EFLS. In addition, MMV and/or the MMV Shareholders would acquire 9,884,730 shares of EFLS Common Stock from Mx. Xxxxxx for cancellation in exchange for a promissory note payable to Mx. Xxxxxx by MMV and/or the MMV Shareholders in an amount equal to $75,000 (the “Sxxxxx Note”), which shall not bear interest and shall be due on August 9, 2011 and collateralized by an aggregate of 375,000 shares of EFLS common stock owned by Greentree Financial Group, Inc. and/or Linear (the “Escrow Shares”). The promissory note made by the MMV and/or the MMV Shareholders, collateralized by the Escrow Shares, and payable to Mx. Xxxxxx shall be interpreted together with this Agreement. The 9,884,730 shares acquired from Mx. Xxxxxx will be returned to treasury. The above issuance and retirement will give the MMV Shareholders a 'controlling interest' in EFLS representing approximately 70% of the issued and outstanding shares of Common Stock. The transaction shall be conditioned upon (1) EFLS or its pre-transaction EFLS shareholders shall eliminate all known or potential liabilities of EFLS as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its quarterly report for the period ended September 30, 2010 (FORM 10Q) filed with the Securities and Exchange Commission prior to the Closing. Mx. Xxxxxx hereby acknowledges that he and the pre-transaction EFLS Shareholders will be fully responsible for any unknown or undisclosed liabilities up until transfer of control under this Plan of Exchange; (2) Mx. Xxxxxx and pre-transaction EFLS shareholders shall pledge that in the event there come to exist any expenses concerning any known or unknown lawsuit, legal dispute or any correlation expense caused by original EFLS Corporation and their shareholders, Mx. Xxxxxx and such Shareholders shall undertake full responsibil...
Transaction Descriptive Summary. CDDY desires to acquire Roadships and Roadships Am and the shareholders of Roadships and Roadships Am (collectively the “Roadships Shareholders”) desire that 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 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. BMX desires to acquire Panache and the members of Panache (the “Panache Members”) desire that Panache be acquired by BMX. BMX would acquire 100% of the Capital Shares of Panache in exchange for an issuance by BMX of 17,440,000 new shares of Common Stock of BMX to Panache Members. The above issuance and the simultaneous purchase of Mxxxxxx Xxxxxxxxxxx’x common shares will give the Panache Members a 'controlling interest' in BMX representing approximately 90% of the issued and outstanding shares of Common Stock. The transaction will not immediately close but shall be conditioned upon (1) BMX eliminating all known or potential liabilities of BMX as of the closing date, including, but not limited to, any notes payable, loans payable, accounts payable and accrued expenses, accrued payroll and compensation, as well as any liabilities shown on its quarterly report for the period ended June 30, 2011 (FORM 10Q) filed with the Securities and Exchange Commission prior to the Closing and an acknowledgement from Mx. Xxxxxxxxxxx and the BMX Shareholders that they will be fully responsible for any unknown or undisclosed liabilities up until transfer of control under this Plan of Exchange; (2) the issuance of 17,440,000 new shares of Common Stock of BMX to the Panache Members, which should take no longer than 5 business days, (3) the resignation of Mx. Xxxxxxxxxxx from the board of directors and as President and Chief Executive Officer of BMX and appointment of his successor(s) as designated by Panache and/or the Panache Members. 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. MSAH desires to acquire 100% of the issued and outstanding Ordinary Shares of HCP and the shareholders of HCP (the “HCP Shareholders”) desire that HCP be acquired by MSAH. Pursuant to this Agreement MSAH shall acquire 1 shares of HCP in exchange for a new issuance of 32,800,000 shares of MSAH common stock, the transfer of 3,535,0001 shares of MSAH preferred stock to the HCP shareholders. This transaction will not close immediately but shall be conditioned on approval by the board of MSAH and HCP 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. XXXX desires to acquire ZHLD and the shareholders of ZHLD (the “ZHLD Shareholders”) wish ZHLD to be acquired by a public company such as XXXX. XXXX would acquire 100% of the capital stock of ZHLD for 55,000,000 new shares of XXXX. Xxxxx Xxxxxxx would cause C&C Properties, Inc., owner of 12,000,000 common shares of XXXX to tender 11,000,000 shares of common stock of XXXX for cancellation by XXXX 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, XXXX will change its name to such name as ZHLD shall designate, and XXXX 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.
