Plan And Agreement Of Reorganization Sample Contracts

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Port of Call Online Inc. – Plan and Agreement of Reorganization (December 24th, 2014)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to PUREBASE), POCO and its Directors, Scott Dockter and Calvin Lam (individually) represent and warrant to PUREBASE and PUREBASE Stockholders as follows:

Port of Call Online Inc. – Plan and Agreement of Reorganization Among Purebase, Inc. And Us Agricultural Minerals, Llc and Certain Manager-Members of Us Agricultural Minerals, Llc Dated November 24, 2014 (December 24th, 2014)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to USAM), PUREBASE and its Directors Scott Dockter, Kevin Wright and Todd Gauer (individually) represent and warrant to USAM and USAM Members as follows:

Zegarelli Group Intl Inc – Plan and Agreement of Reorganization (February 5th, 2014)

This Plan and Agreement of Reorganization ("Agreement") is entered into on this 30th day of January, 2014 by and between ZEGARELLI Group International, Inc., a California corporation ("ZEGARELLI"), and 2050 Motors, Inc., a Nevada corporation ("2050 MOTORS"), and those persons listed in Exhibit A hereto, being all of the shareholders of 2050 MOTORS who own individually at least ten percent (10%) of the outstanding stock of 2050 MOTORS and together hold over fifty percent (50%) of the outstanding stock of 2050 MOTORS as of the date this Agreement is executed.

Steele Resources Corp – Plan and Agreement of Reorganization Among Steele Recording Corporation and Steele Resource, Inc. And Certain Stockholders of Steele Resource, Inc. Dated June 17, 2010 (June 21st, 2010)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to Steele Resource), Steele Recording and its Directors Mr. Peter Kristensen and Mr. Mack Steele (individually) represent and warrant to Steele Resource and Steele Resource Stockholders as follows:

Talon Real Estate Holding Corp. – Plan and Agreement of Reorganization (March 26th, 2010)

THIS PLAN AND AGREEMENT OF REORGANIZATION (the "Agreement") is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation ("GHI"); Kim McReynolds, the sole stockholder of GHI (the "GHI Stockholder"); The Guidebook Company, Inc., a Utah corporation ("GBC"); and The Guidebook Company, Inc. stockholders (the "GBC Stockholders"), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the "Parties."

Capsalus Corp – Plan and Agreement of Reorganization (February 26th, 2009)

This Plan and Agreement of Reorganization (Agreement) is entered into on this 2nd day of February, 2009 by and between MACH ONE CORPORATION, a Nevada corporation (MACH ONE), and CERES ORGANIC HARVEST, INC., a Michigan corporation (CERES), and those persons listed in Exhibit A hereto, being all of the shareholders of CERES who own individually at least ten percent (10%) of the outstanding stock of CERES and together hold over fifty percent (50%) of the outstanding stock of CERES as of the date this Agreement is executed.

Capsalus Corp – Plan and Agreement of Reorganization Among Mach One Corporation and Pacific Rim Foods, Ltd. And Certain Shareholders of Pacific Rim Foods, Ltd. November 21, 2008 (January 16th, 2009)

This Plan and Agreement of Reorganization ("Agreement") is entered into on this 21st day of November, 2008 by and between Mach One Corporation, a Nevada corporation ("Mach One"), and Pacific Rim Foods, Ltd., a Republic of Mauritius corporation ("Pacific Rim"), and those persons listed in Exhibit A hereto, being all of the shareholders of Pacific Rim who own individually at least ten percent (10%) of the outstanding stock of Pacific Rim and together hold over fifty percent (50%) of the outstanding stock of Pacific Rim as of the date this Agreement is executed.

All Energy Corp – Plan and Agreement of Reorganization (February 2nd, 2007)

This Plan and Agreement of Reorganization is entered into as of the 29th day of January, 2007, by and among ICrystal, Inc., a Delaware corporation, sometimes referred to in this Agreement as the "Purchaser," and those persons executing this Agreement below, all of whom are shareholders of ALL Energy Company. These persons, as a group, are sometimes referred to collectively in this Agreement as the "Shareholders". The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of ALL Energy Company, a Delaware corporation, sometimes referred to in this Agreement as the "Acquired Corporation".

Global Resource – Contract (November 29th, 2006)

EXHIBIT 10.6 PLAN AND AGREEMENT OF REORGANIZATION UNDER I.R.C. SS.368(a)(1)(D) GLOBAL RESOURCE CORPORATION AND MOBILESTREAM OIL CORPORATION THIS PLAN AND AGREEMENT OF REORGANIZATION, dated this 28th day of November, 2006, made by and between: GLOBAL RESOURCE CORPORATION,, a Nevada corporation having its principal business office located at Bloomfield Business Park, 408 Bloomfield Drive, Unit 3, West Berlin, New Jersey 08091 (hereinafter referred to as "Buyer"); AND MOBILESTREAM OIL CORPORATION (hereinafter referred to as "Seller"), a Delaware corporation having its principal business office located at Bloomfield Business Park, 408 Bloomfield Drive, Units 1 & 2, West Berlin, New Jersey 08091 (hereinafter "Seller"): WITNESSETH THAT: WHEREAS, Seller desires to transfer

International Securities Exchange, Inc. Second Amended and Restated Plan and Agreement of Reorganization and Merger (September 1st, 2006)

SECOND AMENDED AND RESTATED PLAN AND AGREEMENT OF REORGANIZATION AND MERGER (this Agreement), adopted and entered into as of June 28, 2006 by and among International Securities Exchange, Inc., a Delaware corporation (ISE, Inc.), International Securities Exchange Holdings, Inc., a Delaware corporation (Holdco), and International Securities Exchange, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (ISE, LLC). ISE, Inc. and ISE, LLC are sometimes hereinafter referred to together as the Constituent Entities.

Global Resource – Contract (July 27th, 2006)

EXHIBIT 10.3 PLAN AND AGREEMENT OF REORGANIZATION ------------------------------------ UNDER I.R.C. SS.368(a)(1)(C) ---------------------------- GLOBAL RESOURCE CORPORATION AND CARBON RECOVERY CORPORATION THIS PLAN AND AGREEMENT OF REORGANIZATION, dated this 26th day of July, 2006, made by and between: GLOBAL RESOURCE CORPORATION,, a Nevada corporation having its principal business office located at 219 Robwood Road, Baltimore MD 21222 (hereinafter referred to as "Buyer"); AND CARBON RECOVERY CORPORATION (hereinafter referred to as "Seller"), a New Jersey corporation having its principal business office located at Bloomfield Business Park, 408 Bloomfield Drive, Unit 3, West Berlin, New Jersey 08091 (hereinafter "Seller"): WIT

Vubotics Inc. – Plan and Agreement of Reorganization (October 14th, 2005)

THIS PLAN AND AGREEMENT OF REORGANIZATION (this Agreement) is entered into on this 17th day of November, 2004, by and among QUANTUMREADER, INC., a Delaware corporation (Quantum Reader), VUBOTICS, INC., a Nevada corporation (Vubotics) and those persons listed in Exhibit A hereto being all of the stockholders of QuantumReader on this date (the Stockholders or the QuantumReader Stockholders).

Bekem Metals Inc – Contract (February 2nd, 2005)

Exhibit 10.1 PLAN AND AGREEMENT OF REORGANIZATION AMONG EMPS RESEARCH CORPORATOIN AND CONDESA PACIFIC S.A. AND THE SHAREHOLDERS OF CONDESA PACIFIC S.A. DATED DECEMBER 3, 2004 TABLE OF CONTENTS Plan and Agreement of Reorganization........................................3 Plan of Reorganization......................................................3 Agreement................................................................3 Section 1 - Transfer of Shares........................................3 Section 2 - Issuance of Exchange Stock to CONDESA Shareholders........3 Section 3 - Closing...................................................4

Santeon Group, Inc. – Plan and Agreement of Reorganization (June 7th, 2004)

This Plan and Agreement of Reorganization is entered this 13th day of May, 2004, among Air-Q Wi-Fi Corporation, a Delaware corporation, sometimes referred to in this Agreement as the "Purchaser," and the following persons, all of whom are shareholders of AirRover Networks, Inc. and executing this Agreement: Michael Recker, Gerald Roletter, Frederic Diggs, Barbara Neff (collectively, Messrs. Recker, Roletter and Diggs and Ms. Neff are referred to sometimes herein as the "Founding Shareholders"), Rob Blanchard, Chris Roletter, Steve Judy, Matt White, Saeng Thongphachanh, Charlie Abod and Mike Barretta. These persons, as a group, are sometimes referred to collectively in this Agreement as the "Shareholders". The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of AirRover Networks, Inc., a Maryland corporation, sometimes referred to in this Agreement as the "Acquired Corporation."

International Card – Contract (December 31st, 2003)

EXHIBIT 10.1 PLAN AND AGREEMENT OF REORGANIZATION THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 15th day of December 2003, by and between INTERNATIONAL CARD ESTABLISHMENT, INC. (hereinafter referred to as "ICE"), GLOBALTECH LEASING, INC. (hereinafter referred to as "GTL") and the undersigned shareholders of GTL (hereinafter referred to collectively as "Shareholder"). WITNESSETH WHEREAS, GTL is a California corporation with authorized capital stock of 1,000,000 shares of no par value Common Stock, of which 396,040 shares of Common Stock were issued and outstanding as of December 15, 2003 (hereinafter "GTL Shares") As of the Closing Date (as defined in Article VIII hereof), there will be 396,040 GTL Shares issued and outstanding; WHEREAS, ICE is a Delaware corporation with authorized capital stock of 100,000,000 shares of $0.0005 p

Cheetah Oil & Gas Ltd. – Plan and Agreement of Reorganization (October 8th, 2002)
Concentrax Inc – Plan and Agreement of Reorganization (September 13th, 2002)
China Water Group, Inc. – Plan and Agreement of Reorganization (September 12th, 2002)

THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 7th day of June, 2002, by and between CAVIO CORPORATION (hereinafter referred to as "CAVIO"), DISCOVERY INVESTMENTS, INC. (hereinafter referred to as "DCIV") and the principals of DCIV and the undersigned Securityholder of CAVIO (hereinafter referred to as "Securityholder").

Green Dolphin Systems Corp – Plan and Agreement of Reorganization by Exchange by TRAVELER'S INFOCENTER, INC. A Delaware Corporation of Its Voting Stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (September 6th, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Green Dolphin Systems Corp – Plan and Agreement of Reorganization by Exchange by TRAVELER'S INFOCENTER, INC. A Delaware Corporation of Its Voting Stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (August 2nd, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Green Dolphin Systems Corp – Plan and Agreement of Reorganization by Exchange by TRAVELER'S INFOCENTER, INC. A Delaware Corporation of Its Voting Stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (June 12th, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Green Dolphin Systems Corp – Plan and Agreement of Reorganization by Exchange by TRAVELER'S INFOCENTER, INC. A Delaware Corporation of Its Voting Stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (June 6th, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Northrim Bancorp Inc – Plan and Agreement of Reorganization and Merger (January 14th, 2002)

This Plan and Agreement of Reorganization and Merger, dated as of March 7, 2001 (the "Plan"), is made by and among Northrim Bank, an Alaska state chartered bank (the "Bank"), Northrim BanCorp, Inc., an Alaska corporation (the "Holding Company"), and Northrim Interim Bank (In Organization), an interim bank being formed under the banking laws of the State of Alaska (the "Interim Bank").

Telemax Global Communications Inc – Plan and Agreement of Reorganization (November 23rd, 2001)
Plan and Agreement of Reorganization (March 27th, 1997)