The Reverse Acquisition Sample Clauses

The Reverse Acquisition. Upon the terms and subject to the conditions of this Agreement, and in accordance with the Corporation Law of the State of Nevada (the "Nevada Act"), at the Effective Time (as defined below), the parties hereto shall effect the acquisition of TDI's shares by Greenway. As a result of the acquisition of all issued and outstanding shares of TDI by Greenway as of the effective time, as defined herein, of this Agreement, TDI will become a wholly owned subsidiary of Greenway and its sole operating business, ("The Subsidiary"). As part of and as a necessary term and condition of this Reverse Acquisition, Greenway shall effect a Nineteen and One-half to One (19. 5:1) reverse split of its presently issued and outstanding shares prior to the closing of the Reverse Acquisition. TDI will have appointed, effective at Closing, as defined herein, a new slate of three directors for Greenway which will have been elected by the shareholders of Greenway prior to Closing and who will assume office at the time of and in the event of Closing. Greenway will further have obtained majority shareholder consent to the change of its name from Greenway to TDI and will operate the TDI subsidiary as its sole operating business and enterprise, until otherwise determined by the Board. Greenway will also change its principal business location and operations to the facilities presently employed by TDI, or as otherwise designated by the Board. Finally, as a condition to the Closing of the Reverse Acquisition, Greenway shall have issued to the Owners two million shares of its reverse split stock (2,000,000 shares) being not less than Sixty-Two per cent (62%) of its entire issued and outstanding stock subsequent to the reverse split and at the time of Closing.