Plan and Agreement of Reorganization Sample Contracts

AMONG
Plan and Agreement of Reorganization • October 26th, 2012 • Arrow Cars International Inc • Florida
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WITNESSETH
Plan and Agreement of Reorganization • February 3rd, 2003 • Inetevents Inc • Non-operating establishments • California
PLAN AND AGREEMENT OF REORGANIZATION AMONG STEELE RECORDING CORPORATION AND STEELE RESOURCE, INC. AND CERTAIN STOCKHOLDERS OF STEELE RESOURCE, INC. DATED JUNE 17, 2010
Plan and Agreement of Reorganization • June 28th, 2010 • Steele Recording Corp • Phonograph records & prerecorded audio tapes & disks • Nevada

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 17TH day of June 2010 by and between STEELE RECORDING CORPORATION, a Nevada corporation (“STEELE RECORDING”), and STEELE RESOURCE, INC., a Nevada corporation (“STEELE RESOURCE”), and those persons listed in Exhibit A hereto, being all of the stockholders of Steele Resource who together hold one hundred percent (100%) of the outstanding stock of Steele Resource as of the date this Agreement is executed.

PLAN AND AGREEMENT OF REORGANIZATION AND SHARE EXCHANGE DATED AS OF APRIL 4, 2013 BY AND AMONG LEGACY TECHNOLOGY HOLDINGS, INC.
Plan and Agreement of Reorganization • June 27th, 2013 • Legacy Technology Holdings, Inc. • Blank checks • Colorado
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • June 2nd, 2023 • Bell Rose Capital, Inc.

This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 1st day of February, 2023, by and among Bell Rose Capital, Inc., a Wyoming corporation, sometimes referred to in this Plan of Reorganization as “Purchaser”, and the person executing this Plan of Reorganization below, the sole shareholder of IAI tech, a California corporation, sometimes referred to in this Plan of Reorganization as the “Acquired Corporation”. This person is sometimes referred to in this Plan of Reorganization as the “Shareholder.” The Shareholder owns 100% of all of the outstanding shares of common stock of IAI tech, a California corporation.

PLAN AND AGREEMENT OF REORGANIZATION by merger of TITAN HOLDINGS, INC. with and into NORTHERN BUSINESS ACQUISITION CORP. under the name of TITAN HOLDINGS, INC.
Plan and Agreement of Reorganization • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana

This is a Plan and Agreement of Merger dated as of December 15, 2005 (“Plan”) is by and between TITAN HOLDINGS, INC, an Indiana corporation (the “Merging Corporation”), and NORTHERN BUSINESS ACQUISITION CORP., a Maryland corporation (the “Surviving Corporation”). The name of the surviving Maryland corporation will be changed to TITAN HOLDINGS, INC.

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • November 3rd, 2017 • Clikia Corp. • Services-automotive repair, services & parking
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • June 7th, 2004 • AirRover Wi-Fi Corp. • Services-computer processing & data preparation

This Plan and Agreement of Reorganization is entered this 13th day of May, 2004, among Air-Q Wi-Fi Corporation, a Delaware corporation, sometimes referred to in this Agreement as the “Purchaser,” and the following persons, all of whom are shareholders of AirRover Networks, Inc. and executing this Agreement: Michael Recker, Gerald Roletter, Frederic Diggs, Barbara Neff (collectively, Messrs. Recker, Roletter and Diggs and Ms. Neff are referred to sometimes herein as the “Founding Shareholders”), Rob Blanchard, Chris Roletter, Steve Judy, Matt White, Saeng Thongphachanh, Charlie Abod and Mike Barretta. These persons, as a group, are sometimes referred to collectively in this Agreement as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of AirRover Networks, Inc., a Maryland corporation, sometimes referred to in this Agreement as the “Acquired Corporation.”

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • February 2nd, 2007 • I Crystal Inc • Services-computer programming, data processing, etc.

This Plan and Agreement of Reorganization is entered into as of the 29th day of January, 2007, by and among ICrystal, Inc., a Delaware corporation, sometimes referred to in this Agreement as the “Purchaser,” and those persons executing this Agreement below, all of whom are shareholders of ALL Energy Company. These persons, as a group, are sometimes referred to collectively in this Agreement as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of ALL Energy Company, a Delaware corporation, sometimes referred to in this Agreement as the “Acquired Corporation”.

AGREEMENT
Plan and Agreement of Reorganization • February 14th, 2000 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • April 26th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida

MANAGEMENT AND BUSINESS ASSOCIATES, LLC, a Florida limited liability company with its principal offices located at c/o Kleinfeld Legal Advisors PA, 801 NE 167th Street, Suite 306, N. Miami Beach, Florida 33162 (hereinafter “MBA”)

PLAN AND AGREEMENT OF REORGANIZATION AMONG PUREBASE, INC. AND US AGRICULTURAL MINERALS, LLC AND CERTAIN MANAGER-MEMBERS OF US AGRICULTURAL MINERALS, LLC DATED NOVEMBER 24, 2014
Plan and Agreement of Reorganization • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 24th day of November 2014 by and between PUREBASE, INC., a Nevada corporation (“PUREBASE”), and US AGRICULTURAL MINERALS, LLC, a Nevada limited liability company (“USAM”), and those persons listed in Exhibit A hereto, being all of the Members of USAM who together hold one hundred percent (100%) of the Membership Interests of USAM as of the date this Agreement is executed (the “USAM Members”).

AGREEMENT
Plan and Agreement of Reorganization • December 30th, 1999 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • October 14th, 2005 • Halifax International Inc • Gold and silver ores • Georgia
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 11th, 2011 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Utah

THIS PLAN AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Kim McReynolds, the sole stockholder of GHI (the “GHI Stockholder”); The Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook Company, Inc. stockholders (the “GBC Stockholders”), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the “Parties.”

RECITALS
Plan and Agreement of Reorganization • June 25th, 2004 • Royale Energy Inc • Crude petroleum & natural gas • California
BETWEEN
Plan and Agreement of Reorganization • December 12th, 1997 • Innovacom Inc
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 26th, 2010 • Guide Holdings Inc • Utah

THIS PLAN AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Kim McReynolds, the sole stockholder of GHI (the “GHI Stockholder”); The Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook Company, Inc. stockholders (the “GBC Stockholders”), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the “Parties.”

Plan and Agreement of Reorganization By Exchange By TRAVELER'S INFOCENTER, INC. A Delaware Corporation Of its voting stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation
Plan and Agreement of Reorganization • September 6th, 2002 • Green Dolphin Systems Corp • Services-commercial physical & biological research • Nevada

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

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AGREEMENT
Plan and Agreement of Reorganization • February 7th, 2000 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND PACIFIC RIM FOODS, LTD. AND CERTAIN SHAREHOLDERS OF PACIFIC RIM FOODS, LTD. NOVEMBER 21, 2008
Plan and Agreement of Reorganization • January 16th, 2009 • Mach One Corp • In vitro & in vivo diagnostic substances • Wisconsin

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 21st day of November, 2008 by and between Mach One Corporation, a Nevada corporation (“Mach One”), and Pacific Rim Foods, Ltd., a Republic of Mauritius corporation (“Pacific Rim”), and those persons listed in Exhibit A hereto, being all of the shareholders of Pacific Rim who own individually at least ten percent (10%) of the outstanding stock of Pacific Rim and together hold over fifty percent (50%) of the outstanding stock of Pacific Rim as of the date this Agreement is executed.

AGREEMENT
Plan and Agreement of Reorganization • September 15th, 1999 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND CERES ORGANIC HARVEST, INC. AND CERTAIN SHAREHOLDERS OF CERES ORGANIC HARVEST, INC. February 2, 2009
Plan and Agreement of Reorganization • February 26th, 2009 • Mach One Corp • In vitro & in vivo diagnostic substances • Wisconsin

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 2nd day of February, 2009 by and between MACH ONE CORPORATION, a Nevada corporation (“MACH ONE”), and CERES ORGANIC HARVEST, INC., a Michigan corporation (“CERES”), and those persons listed in Exhibit A hereto, being all of the shareholders of CERES who own individually at least ten percent (10%) of the outstanding stock of CERES and together hold over fifty percent (50%) of the outstanding stock of CERES as of the date this Agreement is executed.

RECITALS:
Plan and Agreement of Reorganization • October 8th, 2002 • Bio American Capital Corp • Blank checks • Nevada
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 23rd day of December 2014 by and between PORT OF CALL ONLINE, INC., a Nevada corporation (“POCO”), and PUREBASE, INC., a Nevada corporation (“PUREBASE”), and those persons listed in Exhibit A hereto, being stockholders of PUREBASE who together hold Ninety Five percent (95%) of the outstanding stock of PUREBASE as of the date this Agreement is executed.

PLAN AND AGREEMENT OF REORGANIZATION AMONG ZEGARELLI GROUP INTERNATIONAL, INC. AND AND CERTAIN SHAREHOLDERS OF January 30, 2014
Plan and Agreement of Reorganization • February 5th, 2014 • Zegarelli Group International Inc • Perfumes, cosmetics & other toilet preparations • California

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 30th day of January, 2014 by and between ZEGARELLI Group International, Inc., a California corporation (“ZEGARELLI”), and 2050 Motors, Inc., a Nevada corporation (“2050 MOTORS”), and those persons listed in Exhibit A hereto, being all of the shareholders of 2050 MOTORS who own individually at least ten percent (10%) of the outstanding stock of 2050 MOTORS and together hold over fifty percent (50%) of the outstanding stock of 2050 MOTORS as of the date this Agreement is executed.

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • September 12th, 2002 • Discovery Investments Inc • Blank checks • Nevada

THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 7th day of June, 2002, by and between CAVIO CORPORATION (hereinafter referred to as "CAVIO"), DISCOVERY INVESTMENTS, INC. (hereinafter referred to as "DCIV") and the principals of DCIV and the undersigned Securityholder of CAVIO (hereinafter referred to as "Securityholder").

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 10th, 2010 • Ubroadcast, Inc. • Services-computer processing & data preparation

This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 18th day of February, 2010, by and among ubroadcast, inc., a Delaware corporation, sometimes referred to in this Plan of Reorganization as “Purchaser”, and those persons executing this Plan of Reorganization below, all of whom are shareholders of iVu Media Corp., a Delaware corporation. These persons, as a group, are sometimes referred to collectively in this Plan of Reorganization as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of common stock of iVu Media Corp., a Delaware corporation, sometimes referred to in this Plan of Reorganization as the “Acquired Corporation”.

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