Plan Adopted Clause Samples
The "Plan Adopted" clause formally establishes the adoption of a specific plan, such as an employee stock option plan or a corporate policy, by the relevant governing body of an organization. This clause typically specifies the date of adoption and may reference the meeting or resolution through which the plan was approved. By clearly documenting when and how the plan was adopted, the clause ensures legal validity and provides a clear record for compliance and future reference, thereby preventing disputes about the plan's legitimacy or effective date.
Plan Adopted. A plan of merger whereby M3 merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), Title 14 of the Georgia Code (the “O.C.G.A.”), and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, is adopted as follows:
(a) M3 shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada.
(b) The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to M3 Lighting, Inc. The Surviving Corporation will continue to be a wholly-owned subsidiary of EGPI.
(c) When this Plan of Merger shall become effective, the separate existence of M3 shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of M3 and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger.
(d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and Georgia, if any.
(e) The Surviving Corporation will carry on business with the assets of M3, as well as the assets of the Subsidiary.
(f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS and Title 14 of the O.C.G.A.
(g) The M3 Stockholders will surrender all of their shares of the M3 Common Stock in the manner hereinafter set forth.
(h) In exchange for the shares of the M3 Common Stock surrendered by the M3 Stockholders, EGPI will issue and transfer to them on the basis hereinafter set forth, shares of the EGPI Common Stock.
(i) A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.
(j) The authorized capital stock of the Subsidiary is 10,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding.
(k) The authorized capital stock of M3 is 100,000,000 shares of common stock, par value $0.01 per share, of which 10,200,000 shares are issued and outstandin...
Plan Adopted. This Plan of Merger of each of the Constituent Corporations pursuant to the provisions of Section 252 of the Delaware General Corporation Law and Sections 302A.611, 302A.613 and 302A.615 of the Minnesota Business Corporation Act is adopted as follows:
(1) At the Effective Time, as hereinafter defined, Entegris shall be merged with and into Eagle Delaware (the “Reincorporation Merger”).
(2) The surviving corporation of the Reincorporation Merger (the “Reincorporation Merger Surviving Corporation”) shall be Eagle Delaware and the name of Eagle Delaware shall be “Entegris, Inc.”
(3) At the Effective Time, the separate existence of Entegris shall cease and the Reincorporation Merger shall have the other effects set forth in the provisions of the Delaware General Corporation Law and the Minnesota Business Corporation Act.
(4) At the Effective Time, by virtue of the Reincorporation Merger and without any action on the part of the holders thereof, each share of common stock of Entegris, par value $.01 per share (“Entegris Common Stock”), the only authorized class of capital stock of Entegris, shall be automatically converted into one share of common stock, par value $.01 per share, of the Reincorporation Merger Surviving Corporation (“Surviving Corporation Common Stock”).
(5) At the Effective Time, by virtue of the Reincorporation Merger and without any action on the part of the holder thereof, each share of common stock of Eagle Delaware, par value $.01 per share (“Eagle Delaware Common Stock”), outstanding and owned by Entegris, constituting the only Eagle Delaware capital stock outstanding immediately prior to the Effective Time, or held by Eagle Delaware as treasury shares, shall be cancelled and shall cease to exist, and no stock, cash or other property shall be issued in respect thereof.
Plan Adopted. A plan of merger merging TNOG with and into HAEC ------------- (this "Plan of Merger"), pursuant to the provisions of Section 252 of the Delaware General Corporation Law (the "DGCL"), Article 5.01 of the Texas Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal Revenue Code, is adopted as follows:
(a) TNOG shall be merged with and into HAEC, to exist and be governed by the laws of the State of Delaware.
(b) The name of the Surviving Corporation shall be Houston American Energy Corp. (the "Surviving Corporation").
(c) When this Plan of Merger shall become effective, the separate existence of TNOG shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of TNOG and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger").
(d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Delaware and the State of Texas, if any.
(e) The Surviving Corporation will carry on business with the assets of TNOG, as well as with the assets of HAEC.
(f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.12 of the TBCA or Section 262 of the DGCL.
(g) The shareholders of TNOG will surrender all of their shares in the manner hereinafter set forth.
(h) In exchange for the shares of TNOG surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock.
(i) The stockholders of HAEC will retain their shares of the Surviving Corporation.
Plan Adopted. A plan of merger of each of the Constituent Entities pursuant to the provisions of Section 263(c) of the DGCL and Section 17-211(c) of the DRULPA is adopted as follows:
Plan Adopted. A plan of reorganization of FUSA and FTIC, pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is hereby adopted as follows:
Plan Adopted. A plan of merger of each of the Constituent Corporations pursuant to the provisions of Section 251 of the Delaware General Corporation Law is adopted as follows:
Plan Adopted. A plan of reorganization of Purchaser and Seller, pursuant to the provisions of Internal Revenue Code Section 368(a)(1)(B), is adopted as follows:
(a) Each shareholder will transfer to Purchaser the number of shares of capital stock of Seller set forth opposite his or her name in subsection (d) below, which together will constitute all of the issued and outstanding shares of stock of Seller.
(b) Shareholders will place certificates, in form for transfer, representing the shares in escrow for delivery pursuant to the terms hereunder with Palmieri, Tyler, Wiener, Wilhelm & Waldron LLP, as escrow holder. S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ee ▇▇▇▇ ▇▇e shares to be transferred by them, represented by the certificates so held in escrow are subject to the interests of Purchaser, that the arrangements made by them for that escrow are to that extent irrevocable, that except as otherwise provided in this Agreement their obligations under this Agreement shall not be terminated by operation of law or the occurrence of any event, including death, and that if any such event shall occur before the delivery of the shares to be exchanged hereunder, certificates for those shares shall be delivered by the escrow holder in accordance with the terms and conditions of this Agreement as if that event had not occurred, whether or not the escrow holder receives notice of that event.
(c) In exchange for the number of shares transferred by each shareholder, Purchaser will cause to be delivered to each shareholder the number of shares of common stock of Purchaser set forth opposite the name of the shareholder in subsection (d), below. The common stock may consist of issued and outstanding shares, treasury shares, or authorized but unissued shares, or any combination thereof.
(d) The shares of Seller, to be transferred by the respective shareholders to Purchaser, and the shares of common stock of Purchaser, to be delivered by Purchaser for the account of the respective shareholders, are as follows: Shareholder Shares of Seller Shares of Purchaser ----------- ---------------- ------------------- David Golkar 1000 100,000
Plan Adopted. A plan of reorganization of BioLynx, Inc. and ------------ ▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Plan of Merger") pursuant to the provisions of Articles 5.01 et seq. of the Texas Business Corporation Act and Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, is adopted as follows:
a. BioLynx, Inc. shall be merged with and into ▇▇▇▇▇▇▇.▇▇▇, Inc., to exist and be governed by laws of the State of Texas.
b. The name of the Surviving Corporation shall be ▇▇▇▇▇▇▇.▇▇▇, Inc.
c. When this Plan of Merger shall become effective, the separate existence of BioLynx, Inc. shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of BioLynx, Inc. and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger").
d. The Surviving Corporation will carry on business with the assets of BioLynx, Inc., as well as with the assets of ▇▇▇▇▇▇▇.▇▇▇, Inc.
e. The shareholders of BioLynx, Inc. will surrender all of their shares in the manner hereinafter set forth.
f. In exchange for the shares of BioLynx, Inc. surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock.
g. The shareholders of ▇▇▇▇▇▇▇.▇▇▇, Inc. will retain their shares of the Surviving Corporation.
Plan Adopted. The introductory title and paragraph for -------------------------- "
Section 1.01. is hereby deleted in its entirety and shall be replaced and read as follows: "
Plan Adopted. A plan of reorganization of Nonsurvivors and Survivor pursuant to the provisions of Articles 5.01 through 5.13 of the Texas Business Corporation Act, Section 2.11 of the Texas Revised Limited Partnership Act and Sections 368(a)(1)(A) and 731 of the Internal Revenue Code of 1986, as amended, (the "Plan"), is adopted as follows: