The Share Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):
The Share Exchange. Section 2.01.
The Share Exchange. 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2 ARTICLE II.
The Share Exchange. Subject to the terms and conditions of this Agreement, in accordance with the VSCA and the Spanish Corporation Law of 1989 (Texto Refundido de xx Xxx de Sociedades Anónimas aprobado por el Real Decreto Legislativo 1564/1989) (the “SCL”), at the Exchange Effective Time, pursuant to the provisions of Section 13.1-721 of the VSCA, Company Virginia Sub shall become a wholly owned subsidiary of Parent through the exchange of each outstanding share of Company Virginia Sub Common Stock for the Consideration (as defined below).
The Share Exchange. At the Effective Date, the Bank shall become a banking subsidiary of the Holding Company pursuant to the Plan of Share Exchange attached hereto as Appendix A. The Share Exchange and the reorganization shall be effective on the date shown on the Certificate of Share Exchange issued by the State Corporation Commission of Virginia, effectuating the reorganization (the “Effective Date”).
The Share Exchange. HAIDA GWAI, INC., a Colorado Corporation, at the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with the Colorado Revised Statutes (the “CRS”), shall exchange the shares as set forth below for one hundred percent (100%) of the issued and outstanding shares of E-RENTER (as defined below) (the "Share Exchange"). Following the Share Exchange, E-RENTER shall continue as a wholly owned subsidiary of HAIDA GWAI and HAIDA GWAI shall be the “acquiring” corporation (the "Acquiring Corporation"), and shall continue to be governed by the laws of the jurisdiction of its incorporation or organization. The Share Exchange is intended to qualify as a tax-free reorganization under Section 368 of the Code as it relates to the non-cash Exchange of stock referenced herein.
The Share Exchange. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:
The Share Exchange. At the Effective Date, the Bank shall become a wholly owned subsidiary of the Holding Company through the exchange of the outstanding shares of common stock of the Bank for shares of the common stock of the Holding Company (the “Share Exchange”). The Share Exchange shall be effected in accordance with Section 3.1 of this Plan of Share Exchange and pursuant to Section 13.1-717 of the Virginia Stock Corporation Act.
The Share Exchange. On and subject to the terms and conditions of this Agreement, the Target will become a majority owned subsidiary of the Buyer (the "Share exchange") at the Effective Time. The Buyer shall be the corporation surviving the Share exchange (the "Surviving Corporation").
The Share Exchange. 2.1 The Share Exchange 5 2.2 Exchange Effective Time 5 2.3 Effects of the Share Exchange 5 2.4 Exchange of Company Virginia Sub Common Stock 6 2.5 Proration 7 2.6 Parent Capital Stock 9 2.7 Options 9 2.8 Restricted Stock Awards 9 2.9 Other Stock-Based Awards 10 ARTICLE III DELIVERY OF CONSIDERATION 3.1 Election Procedures 10 3.2 Deposit of Consideration 12 3.3 Delivery of Consideration 12 ARTICLE IV THE THIRD STEP MERGER 4.1 The Third Step Merger 15 4.2 Third Step Merger Effective Time 15 4.3 Effects of the Third Step Merger 15 4.4 Conversion of Shares 15 4.5 Certificate of Formation 16 4.6 Bylaws 16 4.7 Tax Consequences 16 4.8 Board of Directors; Management 16 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5.1 Corporate Organization 17 5.2 Capitalization 18 5.3 Authority; No Violation 19 5.4 Consents and Approvals 20 5.5 Reports; Regulatory Matters 20 5.6 Financial Statements 22 5.7 Broker’s Fees 24 5.8 Absence of Certain Changes or Events 24 5.9 Legal Proceedings 25 5.10 Taxes and Tax Returns 25 5.11 Employee Matters 26 5.12 Compliance with Applicable Law 28 5.13 Certain Contracts 29 5.14 Risk Management Instruments 29 5.15 Investment Securities and Commodities 30 5.16 Loan Portfolio 30 5.17 Property 32 5.18 Intellectual Property 33 5.19 Environmental Liability 33 5.20 Investment Adviser Subsidiaries; Funds; Clients 34 5.21 Broker-Dealer Subsidiaries 35 5.22 State Takeover Laws 36 5.23 Reorganization; Approvals 36 5.24 Opinion 36 5.25 Related Party Transactions 36 5.26 Company Virginia Sub 36 5.27 Information Supplied 38 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT 6.1 Corporate Organization 38 6.2 Capitalization 39 6.3 Authority; No Violation 39 6.4 Consents and Approvals 40 6.5 Reports; Regulatory Matters 41 6.6 Financial Statements 42 6.7 Broker’s Fees 44 6.8 Absence of Certain Changes or Events 44 6.9 Legal Proceedings 44 6.10 Taxes and Tax Returns 44 6.11 Compliance with Applicable Law 44 6.12 Intellectual Property 45 6.13 Reorganization; Approvals 45 6.14 Opinion 45 6.15 Parent Texas Sub 45 6.16 Information Supplied 47
