Terms of Reorganization Sample Clauses

The Terms of Reorganization clause defines the specific conditions and procedures under which a company may undergo a structural change, such as a merger, consolidation, or restructuring. It typically outlines the steps to be followed, the treatment of existing shares or interests, and the rights of stakeholders during the reorganization process. By clearly establishing the framework for how reorganizations are handled, this clause ensures predictability and fairness for all parties involved, minimizing disputes and confusion during significant corporate changes.
Terms of Reorganization. The consideration for the merger of MCC into NewCo as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be: (a) 45,000 shares of CTI's restricted voting common stock; and (b) Fifty Thousand Dollars ($50,000) payable at Closing. The consideration will be distributed to the Shareholders as follows: Shareholders' Distribution Shareholder Shares of Cash at CTI Stock Closing ▇▇▇▇▇▇▇ ▇. Brothers 12,000 $-0- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 11,666 $50,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 10,667 $-0- ▇▇▇▇▇▇▇ ▇. Brothers 10,667 $-0-
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Terms of Reorganization. The consideration for the merger of Source into NewCo as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be: (a) 103,500 shares of CTI's restricted voting common stock; (b) Sixty-Seven Thousand Five Hundred Dollars ($67,500) payable at Closing; and (c) A promissory note in the amount of One Hundred Fifty- Seven Thousand Five Hundred Dollars ($157,500), payable to the Shareholders and delivered at Closing, substantially in the form of the promissory note attached hereto as Exhibit "A" (the "Note"). The Note will be secured by the grant of a security interest in the accounts receivable, customer contracts, and intellectual property of NewCo, substantially in the form of the security agreement attached hereto as Exhibit "B" (the "Security Agreement"). The consideration will be distributed to the Shareholders as follows: Shareholders' Distribution
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Terms of Reorganization. ▇▇. ▇▇▇▇▇▇ and Colmena hereby agree to reorganize as follows: 1.1 Colmena hereby conveys to the order of ▇▇. ▇▇▇▇▇▇ (expecting that ▇▇. ▇▇▇▇▇▇ will designate a newly organized corporation) all of its right, title and interest in and to all of the capital stock of the Subsidiaries. 1.2 Colmena hereby agrees to pay all reasonable costs required to effect a liquidation of the Subsidiaries by ▇▇. ▇▇▇▇▇▇'▇ designee pursuant to Chapter 7 of the United States Bankruptcy Code and to defend any resulting litigation or regulatory actions; provided that, all work required is effected through Colmena's attorneys and that ▇▇. ▇▇▇▇▇▇ and his designees waive any resulting conflicts of interest associated with such representation 1.3 Subject to the covenants reflected in Section 1.2, which shall also constitute conditions subsequent, ▇▇. ▇▇▇▇▇▇, on behalf of his designee, hereby accepts the conveyance effected pursuant to Section 1.1 1.4 Colmena further hereby agrees to spin out 20% of the capital stock of Techtel to its stockholders under the parameters established by SEC Division of Corporate Finance Staff legal Bulleting Number 4, the remaining 80% to be used to settle outstanding liabilities of Techtel to ▇▇. ▇▇▇▇▇▇, to a principal of Yankees and to other persons, based on negotiations to be conducted by Yankees. 1.5 ▇▇. ▇▇▇▇▇▇, on his own behalf and on behalf of his designees to which the Subsidiaries are transferred, if any, hereby irrevocably agrees that any net assets remaining after liquidation of the Subsidiaries will be used to pay taxes and liabilities of Techtel guaranteed by ▇▇▇▇▇▇ or Colmena, with the net balance returned to Colmena, such net balance interest to be represented by a security interest memorialized in one ore more Forms UCC-1 to be filed in each state in which the Subsidiaries have any assets, whether tangible, intangible or inchoate, such forms to be filed concurrently with the assignment of the Subsidiaries securities. 1.6 The transactions contemplated hereby are to be effected as soon as possible following execution of this Agreement by and through Colmena's officers and general counsel.
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Terms of Reorganization. (a) WTI Capitalization. WTI's total authorized capital consists of 100,000,000 shares of Common Stock, par value $0.001 per share. As of the date hereof there are 13,272,127 Common Shares of WTI issued and outstanding. No options or warrants have been issued or are outstanding. (b) Prior to Closing, WTI may, at its discretion, issue up to 450,000 Units at a purchase price of $1.00 per Unit, each Unit consisting of one common share and one half (1/2) common stock purchase warrant, each warrant exercisable to purchase one (1) share of WTI's common stock for a period of one year at an exercise price of $1.50. As a result, the number of WTI's issued and outstanding common stock at closing shall be no greater than 13,722,127 shares. (c) Immediately following the Closing, the new members of the WTI Board of Directors appointed pursuant to Section 2(f) below will cause WTI to engage the consulting services of Capital Group Communications Inc. ("CGC"), pursuant to the terms of that certain proposed agreement, a copy of which has been provided to management of GII, which includes the obligation for WTI to issue 1,300,000 common shares of WTI in favor of CGC. (d) GII Capitalization. GII's total authorized capital consists of 500,000,000 Common Shares, par value $0.0001 per share, 10,000,000 shares of Class A Common Stock, par value $0.0001 per share and 10,000,000 Preferred Shares, par value $0.0001 per share. As of the date of this letter there are 17,020,000 common shares of issued and outstanding and 13,100,000 warrants. It is anticipated that the number of issued and outstanding common shares will remain the same. However, GII shall undertake all action necessary to cancel the aforementioned 13,100,000 warrants prior to Closing.
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Terms of Reorganization. 6 Section 2.1 General.............................................................. 6
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Terms of Reorganization 
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Related to Terms of Reorganization

  • Plan of Reorganization It is intended that the Merger and the Bank Merger shall each qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code.

  • Transactions and Terms of Merger 1 1.1 Merger...............................................................1 1.2 Time and Place of Closing............................................1 1.3

  • The Reorganization 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Section 368 Reorganization For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.