Merger Plan Clause Samples

Merger Plan. At the Closing, defined below, and upon the terms and subject to the conditions of this Agreement and in accordance with merger or consolidation procedure set forth in 2006 Louisiana Code, RS 12 Section 112, Nevada Revised Statutes, Title 7, and other laws impacting this transaction, the following Merger Plan, which is hereby adopted, shall be implemented: A. Virgin shall be merged with and into PaxAcq to exist and be governed by the laws of the State of Louisiana. B. Virgin shall be the surviving corporation, shall continue to operate under the name of Virgin Oil Company, Inc., and shall be a wholly owned subsidiary of ▇▇▇▇▇▇. C. When the Merger Plan is effective, the separate existence of PaxAcq shall cease and Virgin shall succeed, without other transfer, to all the rights and properties of Virgin. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in liens to the property affected by such liens immediately prior to the merger. D. Virgin, as the surviving Louisiana corporation, will be responsible for the payment of all fees and any franchise taxes of the constituent entities; E. Virgin will carry on business with the assets of Virgin as well as the assets of PaxAcq; F. Attached hereto as Exhibit A is a complete list of all Virgin’s equity interest holders by type and class of stock, which list is identical to Exhibit 5 filed with the Disclosure Statement in the Chapter 11 Proceedings (the “Virgin Stockholders”) The Virgin Stockholders will surrender all of their shares of capital stock of Virgin in the manner set forth below. The Virgin Stockholders shall receive shares of common stock of ▇▇▇▇▇▇ in the amount and as described in Section 3 below G. In exchange for the shares of the capital stock of Virgin Stockholders, ▇▇▇▇▇▇ will issue and transfer to the Virgin Stockholders the shares of ▇▇▇▇▇▇ Common Stock described below. H. A copy of the Merger Plan will be furnished by Virgin upon request and without cost, to any stockholder of any constituent corporation. I. The authorized capital stock of PaxAcq is one thousand (1,000) shares of common stock, par value $0.001 per share (the “PaxAcq Common Stock”), of which ten shares are issued and outstanding. J. According to the last audited financial statement dated as of December 31, 2007, the authorized capital stock of Virgin consists of: Preferred Stock: Class A, $25,000 par value, 1,000 shares authorized, 48 shares issued and outstand...

Merger Plan. The undersigned Stockholders of Acquiree are the sole owners of all of the issued and outstanding stock of Acquiree. It is the intention of the parties hereto that all of the issued and outstanding shares of stock of Acquiree shall be acquired by Acquiror in exchange for Acquiror common voting and preferred stock and other considerations as set forth herein. It is the intention of the parties hereto that this transaction qualify as a tax-free reorganization under section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as amended, and related sections thereunder to the intent permitted by law.

Merger Plan. This summary is not an exhaustive presentation of the terms and conditions of the Merger Plan. The summary aims to describe the terms and conditions of the Merger Plan insofar as they could have a material effect on shareholders’ assessment of the terms and conditions of the Merger. The Merger Plan is presented in Appendix E to this Offering Circular. The Merger Plan and its appendices is available on YIT’s website at www.yitgroup.com/▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇n’s website at www.lemminkainen.▇▇▇/▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ during normal office hours at YIT’s registered office in the address Panuntie 11, FI-▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇inen’s registered office in the address Salmisaarenaukio ▇, ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.