DFRC definition
Examples of DFRC in a sentence
On the Effective Date, Nevada DFRC shall continue its corporate existence under the laws of the State of Nevada and the separate existence and corporate existence of Delaware DFRC, except insofar as it may be continued by operation of law, shall be terminated and cease.
The Articles of Incorporation and Bylaws of Nevada DFRC in effect on the Effective Date shall continue to be the Articles of Incorporation and Bylaws of the surviving corporation, Nevada DFRC.
On and after the Effective Date, all of the outstanding certificates which prior to that time represented shares of the Common Stock or Preferred Stock of Delaware DFRC shall be deemed for all purposes to evidence ownership of and to represent the same number and class of shares of Nevada DFRC into which the shares of Delaware DFRC represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Nevada DFRC and/or its transfer agent(s).
The directors of Nevada DFRC immediately preceding the Effective Date shall become the directors of the surviving corporation, Nevada DFRC and shall serve as such until their successors are duly elected and qualified.
Delaware DFRC shall be merged with and into Nevada DFRC and Nevada DFRC shall be the surviving corporation effective upon the date this Plan of Exchange and any other necessary documents are filed with the Secretary of State for the State of Nevada, (the “Effective Date”).
At any time before the Effective Date, this Plan of Exchange may be terminated and the plan abandoned by the Board of Directors of either Party or both, notwithstanding the approval of this Plan of Exchange by the shareholders of Delaware DFRC or Nevada DFRC, or the consummation of the Plan of Exchange may be deferred for a reasonable period of timeif, in the opinion of the Board of Directors of both parties hereto, such action would be in the best interest of such the Parties.
In the event of termination of this Plan of Exchange, this agreement shall become void and of no effect and there shall be no liability on the part of either Party or their respective Board of Directors, or shareholders, with respect thereto, except that Delaware DFRC shall pay all expenses incurred in connection with the Plan of Exchange or in respect of this Plan of Exchange or relating thereto.
The registered owner of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to Nevada DFRC or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Nevada DFRC evidenced by such outstanding certificate as above provided.
DFRC has been advised to, and has consulted with, its professional tax and legal advisors with respect to any tax consequences of transferring the Shares.
Reports by Property Trustee........................................................