ContractSpin-Off Agreement • February 1st, 2018 • Evans Brewing Co Inc. • Malt beverages • Delaware
SPIN-OFF AGREEMENT, dated as of December __, 2017 (this “Agreement”), by and among Evans Brewing Company Inc., a Delaware corporation (“Seller”), and Michael Rapport (“Buyer”), and [Ales Split Corp.], a ________ corporation (the “Spin-Off Subsidiary”).
BY AND AMONGSpin-Off Agreement • June 1st, 1998 • Felcor Suite Hotels Inc • Real estate investment trusts • Delaware
SPIN-OFF AGREEMENTSpin-Off Agreement • April 10th, 2024 • ZenaTech, Inc. • Services-prepackaged software • Illinois
This SPIN-OFF AGREEMENT (this “Agreement”), is dated as of November 18, 2018, by and among Epazz, Inc., a Wyoming corporation (“Parent”), and ZenaPay, Inc., an Illinois corporation a wholly owned subsidiary of Parent (“ZenaPay”).
SPIN-OFF AGREEMENTSpin-Off Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this __ day of September 2010, by and among Sumotext Incorporated, a Nevada corporation (the “Company” or the “Seller”) and Timothy Miller and Jim Stevenson, each an individual (collectively the “Buyer”), and Sebring Software LLC, a Florida limited liability company (“Sebring”), each a “Party” and collectively the “Parties”, upon the following premises:
SPIN-OFF AGREEMENTSpin-Off Agreement • March 31st, 2021 • CX Network Group, Inc. • Services-educational services • New York
This SPIN-OFF AGREEMENT, dated as of March 30, 2021 (this “Agreement”), is entered into by and among CX Network Group, Inc., a Nevada corporation (“Seller”), Chuangxiang Holding Inc., a Cayman Islands corporation (“Spin-Off Subsidiary”), and Continent Investment Management Limited and Golden Fish Capital Investment Limited, both being a BVI company and having the registered address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands VG1110 (“Buyer”).
AMENDED AND RESTATED SPIN-OFF AGREEMENTSpin-Off Agreement • August 13th, 2007 • Hamilton Beach, Inc. • Electric housewares & fans • Delaware
This AMENDED AND RESTATED SPIN-OFF AGREEMENT (this “Agreement”), is dated as of April 25, 2007, by and among NACCO Industries, Inc., a Delaware corporation (“Parent”), Housewares Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Housewares”), Hamilton Beach, Inc., a Delaware corporation and a wholly owned subsidiary of Housewares (“Hamilton Beach”), and Hamilton Beach/Proctor-Silex, Inc. (“HB/PS”), a Delaware corporation and wholly owned subsidiary of Hamilton Beach.
SPIN-OFF AGREEMENTSpin-Off Agreement • August 29th, 2017 • EXOlifestyle, Inc. • Retail-eating places • Nevada
This SPIN-OFF AGREEMENT, dated as of August 24, 2017, (this “Agreement”), is entered into by and among EXOlifestyle, Inc., a Nevada corporation (the “Seller”), and Vaughan Dugan (“Dugan”) and Randy Romano (“Romano”) (Dugan and Romano are collectively referred to hereinafter as the “Buyers”).
SPIN-OFF AGREEMENT AGREEMENT dated September 19, 1996 by and between Kushi Natural Foods Corp. ("Foods") and Kushi Macrobiotics Corp. ("KMC"), each a Delaware corporation. WHEREAS, Foods and KMC are parties, together with American Phoenix Group, Inc.,...Spin-Off Agreement • March 27th, 2000 • Kushi Natural Foods Corp • New York
SPIN OFF AGREEMENTSpin Off Agreement • July 27th, 2006 • Nacco Industries Inc • Industrial trucks, tractors, trailors & stackers • Delaware
This SPIN OFF AGREEMENT (this “Agreement”), is dated as of July 23, 2006, by and among NACCO Industries, Inc., a Delaware corporation (“Parent”), Housewares Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Huckleberry”), HB-PS Holding Company, Inc., a Delaware corporation and a wholly owned subsidiary of Huckleberry (“Hampton”) and Hamilton Beach/Proctor-Silex, Inc. (“Hampton OpCo”), a Delaware corporation and wholly owned subsidiary of Hampton. All capitalized terms used but not defined herein will have their respective meanings set forth in the Merger Agreement.
SPIN-OFF AGREEMENTSpin-Off Agreement • June 26th, 2014 • Daniels Corporate Advisory Company, Inc. • Services-management consulting services • New York
THIS SPIN-OFF AGREEMENT (this "Agreement") is entered into as of this 22nd day of June, 2010, by and among INFE Human Resources, Inc., a Nevada corporation (the "Company" or the "Seller") and Mr. Arthur Viola, a representative for himself and for the benefit of the entire shareholder base of the Company, as of this date, all sharing proportionally in the equity created herewith as a result of this transaction (the "Buyer"), each a "Party" and collectively the "Parties", upon the following premises:
SPIN-OFF AGREEMENTSpin-Off Agreement • December 2nd, 2010 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Nevada
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this 30th day of November 2010, by and among Medcareers Group, Inc., formerly RX Scripted, Inc., a Nevada corporation (the “Company” or the “Seller”) and MaryAnne McAdams, an individual (the “Buyer”), each a “Party” and collectively the “Parties”, upon the following premises:
SPIN-OFF AGREEMENTSpin-Off Agreement • February 9th, 2011 • Daniels Corporate Advisory Company, Inc. • Services-management consulting services • New York
THIS SPIN-OFF AGREEMENT (this "Agreement") is entered into as of this 22nd day of June, 2010, by and among INFE Human Resources, Inc., a Nevada corporation (the "Company" or the "Seller") and Mr. Arthur Viola, a representative for himself and for the benefit of the entire shareholder base of the Company, as of this date, all sharing proportionally in the equity created herewith as a result of this transaction (the "Buyer"), each a "Party" and collectively the "Parties", upon the following premises:
ARTICLE 5 IRREVOCABLE AGREEMENT TO REFINANCE THE PROPERTYSpin-Off Agreement • August 20th, 1999 • National Boston Medical Inc • Massachusetts
EX-2.1 2 l25949aexv2w1.htm EX-2.1 SPIN-OFF AGREEMENTSpin-Off Agreement • May 5th, 2020 • Delaware
Exhibit 2.1 AMENDED AND RESTATED SPIN-OFF AGREEMENT This AMENDED AND RESTATED SPIN-OFF AGREEMENT (this “Agreement”), is dated as of April 25, 2007, by and among NACCO Industries, Inc., a Delaware corporation (“Parent”), Housewares Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Housewares”), Hamilton Beach, Inc., a Delaware corporation and a wholly owned subsidiary of Housewares (“Hamilton Beach”), and Hamilton Beach/Proctor-Silex, Inc. (“HB/PS”), a Delaware corporation and wholly owned subsidiary of Hamilton Beach. RECITALS A. On July 23, 2006, the parties hereto entered into that certain Spin-Off Agreement, which each of the parties hereby desires to amend and restate as set forth herein. B. In accordance with the terms hereof, Housewares will make a pro rata distribution to Parent of all of the outstanding shares of capital stock of Hamilton Beach and, immediately thereafter, Parent will make a pro rata distribution to Parent stockholders of all of
SPIN-OFF AGREEMENTSpin-Off Agreement • December 10th, 2020 • Gushen, Inc • Services-help supply services • Nevada
This SPIN-OFF AGREEMENT, dated as of December 9, 2020 (this “Agreement”), is entered into by and among Gushen Inc., (“Seller”), Gushen Holding Limited, a Seychelles corporation (“Spin-Off Subsidiary”), and Custodian Ventures LLC, a Wyoming limited liability company (“Buyer”).
SPIN OFF AGREEMENT BY AND AMONG BOOZ ALLEN HAMILTON INC., BOOZ & COMPANY HOLDINGS, LLC, BOOZ & COMPANY INC., BOOZ & COMPANY INTERMEDIATE I INC. AND BOOZ & COMPANY INTERMEDIATE II INC. DATED AS OF MAY 15, 2008Spin Off Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
SPIN OFF AGREEMENT (this “Agreement”), dated as of May 15, 2008, by and among Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), Booz & Company Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Newco LLC”), Booz & Company Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”), Booz & Company Intermediate I Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Newco 2”), and Booz & Company Intermediate II Inc., a Delaware corporation and a wholly owned subsidiary of Newco 2 (“Newco 3” and together with the Company, Newco LLC, Newco and Newco 2, each, a “Party” and together, the “Parties”). All capitalized terms used herein shall have the meanings set forth in Article I.
SPIN-OFF AGREEMENTSpin-Off Agreement • November 20th, 2014 • Gold Torrent, Inc. • Communications services, nec • Nevada
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this 18 day of November, 2014, by and among Gold Torrent, Inc., a Nevada corporation (the “Company” or “Seller”) and David Strebinger, an individual (“Buyer”), each a “Party” and collectively the “Parties”, upon the following premises:
SPIN-OFF AGREEMENTSpin-Off Agreement • October 18th, 2016 • Steampunk Wizards, Inc. • Crude petroleum & natural gas • New York
This SPIN-OFF AGREEMENT, dated as of October 13, 2016 (this “Agreement”), is entered into by and among Steampunk Wizards Inc., a Nevada corporation (the “Seller”), Steampunk Wizards, Ltd., a corporation organized under the laws of Malta (“Spin-Off Subsidiary”), Praefidi Holdings Limited, an entity organized under the laws of Malta (“Buyer”), and Brendon Grunewald, an individual having an address in Belgium as set forth in Section 7.2(b) below (“Grunewald”).
SPIN-OFF AGREEMENTSpin-Off Agreement • July 28th, 2021 • CannAssist International Corp • Medicinal chemicals & botanical products
THIS SPIN-OFF AGREEMENT (this “Agreement") is executed as of July 23, 2021, by the undersigned Seller ("Seller"), and undersigned Purchaser ("Purchaser") wherein 100% of the membership units of Xceptor LLC, a wholly owned subsidiary of the Seller (“Xceptor"), are being sold pursuant to the terms and conditions set forth below:
SPIN-OFF AGREEMENTSpin-Off Agreement • February 12th, 2008 • American Nano Silicon Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • California
THIS SPIN-OFF AGREEMENT (the "Agreement"), is entered into as of the 8th day of January 2008 (the “Effective Date”), by and between Steven Crane, an adult individual residing in County of Los Angeles, State of California and Gregg Davis, an adult individual residing in the County of Los Angeles, State of California (individually, each is a “Purchaser” and collectively the “Purchasers”), South Bay Financial Solutions, Inc., a Nevada corporation (“SBFS”), a Nevada corporation (“SBFS”), and a wholly-owned subsidiary of the Seller and American Nano Silicon Technology, Inc., a corporation organized and validly existing under the laws of the State of California (the "Seller").
ContractSpin-Off Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
SPIN-OFF AGREEMENT, dated as of February 7, 2014 (this “Agreement”), KOFFEE KORNER, INC., a Delaware corporation (the “Company” or the “Seller”) and NAZNEEN D’SILVA (the “Buyer”).
SPIN-OFF AGREEMENTSpin-Off Agreement • December 19th, 2018 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Nevada
This SPIN-OFF AGREEMENT, dated as of this 12th day of December 2018, (this “Agreement”), is entered into by and among MedCareers Group, Inc., a Nevada corporation (the “Seller”), and Nurses Lounge Holdings, Inc., a Florida corporation listed under Schedule 1, attached hereto, (the “Buyer”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND THE SPIN OFF AGREEMENTSpin Off Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND THE SPIN OFF AGREEMENT, dated as of July 30, 2008 (this “Amendment”), is made by and among Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), Explorer Holding Corporation, a Delaware corporation (“Buyer Parent”), Explorer Investor Corporation, a Delaware corporation wholly owned by Buyer Parent (“Buyer”), Explorer Merger Sub Corporation, a Delaware corporation wholly owned by Buyer (“Merger Sub”), Booz & Company Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Newco LLC”), Booz & Company Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”), Booz & Company Intermediate I Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Newco 2”), and Booz & Company Intermediate II Inc., a Delaware corporation and a wholly owned subsidiary of Newco 2 (“Newco 3” and together with the Company, Buyer Parent, Buyer, Merger Sub, Newco LLC,
SPIN-OFF AGREEMENTSpin-Off Agreement • March 28th, 2018 • Gratitude Health, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This SPIN-OFF AGREEMENT, dated as of March 23, 2018, (this “Agreement”), is entered into by and among Gratitude Health, Inc., a Nevada corporation (the “Seller”), and Hamid Emarlou, a shareholder of the Seller (the “Buyer”).
ContractSpin-Off Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • New York
SPIN-OFF AGREEMENT, dated as of February 26, 2015 (this “Agreement”), by and among BIONIK LABORATORIES LTD. (f/k/a Drywave Technologies, Inc.), a Delaware corporation (the “Company” or the “Seller”), and BRIAN E. RAY and JON LUNDGREEN (each a “Buyer” and collectively, the “Buyers”).
