Common use of The Stock Exchange Clause in Contracts

The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, FOUR STAR REALTY shall merge with and into FOUR STAR HOLDINGS, the separate corporate existence of FOUR STAR REALTY shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with FOUR STAR REALTY as a fully owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all FOUR STAR REALTY Membership Interests shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR HOLDINGS.