Examples of FBG in a sentence
In connection with the merger of Financial Benefit Group, Inc., a Delaware corporation ("FBG"), with and into AmVestors Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the "Merger Subsidiary"), the Company, FBG and the Merger Subsidiary have entered into the Agreement and Plan of Merger, dated as of September 8, 1995, as amended (the "Merger Agreement").
To qualify as a reorganization, AmVestors Acquisition Subsidiary's acquisition of FBG must have a business purpose.
Therefore, holders of FBG Warrants who exercise their FBG Warrants one year or less than one year before the Effective Time of the Merger and recognize capital gain on the exchange of FBG Class A Common Stock for the Merger Consideration should receive short-term capital gain treatment because the holding period of the FBG Class A Common Stock will not be for more than one year.
Upon the Effective Date, FBG and QIC hereby continue as Members of the Company.
Therefore, FBG stockholders will recognize gain or loss based on the difference between the cash received for such fractional share and the shareholder's tax basis in such fractional share, provided the distribution is not essentially equivalent to a dividend.
Accordingly, Acquiring Subsidiary should be considered to have acquired substantially all the properties of FBG.
If the FBG Class A Common Stock is a capital asset in the hands of the FBG stockholder, then such gain or loss will be a long-term capital gain or loss if the shares were held at least one year prior to the Merger.
In this case, based on the assumption that the AmVestors Stock Price will exceed $9.00 per share at the Effective Time of the Merger, the holders of FBG Common stock will exchange over 50 percent (50%) of the value of their FBG Class A Common Stock for AmVestors Common Stock.
FBG or its designee shall be the “partnership representative” of the Company for purposes of Code Section 6223 (as in effect on the date hereof) and corresponding provisions of any state or local tax law and shall be the “tax matters partner” of the Company for any applicable tax regime (in such capacities, collectively, the “Tax Matters Member”).
Company undertakes to promptly request this information to any Sublicensee in order to keep ICREA and FBG duly informed.