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These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Form #1236

Merger

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merger

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"A" type.

This Plan of Merger dated _________, is by and between Merger Corporation, a _________ corporation and a wholly-owned subsidiary of TM Inc., a _________ corporation ("Merger Co."), and TXL, a _________ corporation (" TXL"), such corporations being collectively referred to below as the "Constituent Corporations."

Recitals

Merger Co. is a corporation organized and existing under the laws of the state of _________, having an authorized capital of _________ shares of common stock, par value $_____ per share, (the "Common Stock of Merger Co."), of which _________ shares are issued and outstanding as of the date of this contract;

TXL is a corporation duly organized and existing under the laws of the state of _________ having an authorized capitalization which consists of _________ shares of preferred stock, par value $_____, of which no shares are issued and outstanding; _________ shares of voting common stock, no par value, of which _________ shares are issued and outstanding (the "Common Stock of TXL"); and _________ shares of Class A non-voting common stock, no par value, of which no shares are issued and outstanding;

The respective boards of directors of Merger Co. and TXL have each approved this Plan of Merger (the "Plan") providing for the merger of Merger Co. with and into TXL with TXL as the surviving corporation as authorized by the statutes of the state of _________;

TXL and T, Inc., a _________ corporation ("T"), have entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of _________, setting forth certain representations, warranties, covenants, agreements, and conditions in connection with the merger;

T owns all the issued and outstanding voting securities of Merger Co.

Agreement

In consideration of the premises and the mutual covenants and agreements contained in this agreement, and for the purpose of setting forth the terms and conditions of the merger and the manner and basis of causing the shares of TXL to be converted into shares of common stock of T, par value $_____ per share (the "Exchanged T Stock") and such other provisions as are deemed necessary or desirable, the parties have agreed, subject to the approval and adoption of this Plan by the requisite vote of the stockholders of each Constituent Corporation, and subject to the conditions set forth below, as follows:

Article I.

Merger and Name of Surviving Corporation

On the Effective Date of the merger, Merger Co. shall be merged with and into TXL, which is designated as the "Surviving Corporation," the name of which on the Effective Date of the merger shall be " TXL, Ltd.," or such other name as may be available and the parties may agree to.

Article II.

Terms and Conditions of Merger

The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

(a). On the Effective Date of the merger:

(1). Merger Co. shall be merged into TXL to form a single corporation and TXL shall be designated as the Surviving Corporation.

(2). The separate existence of Merger Co. shall cease.

(3). The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the _________ Corporation Code.

(4). The Surviving Corporation shall possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all other interest, of each of the Constituent Corporations, shall be deemed to be transferred to the Surviving Corporation without further act the title to any real estate or interest, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger.

(b). On the Effective Date of the merger, the articles of incorporation of the Surviving Corporation shall be the articles of incorporation of TXL and the bylaws of the Surviving Corporation shall be the bylaws of TXL.

(c). On the Effective Date of the merger, the board of directors of the Surviving Corporation shall consist of the members of the board of directors of TXL immediately prior to the merger, to serve in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of _________.

(d). On the Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of TXL immediately prior to the merger, such officers to serve in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been elected and qualified in accordance with such bylaws and the laws of the state of _________.

If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the officers of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation.

Article III.

Manner and Basis of Converting Shares

The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows:

(a). Each share of Common Stock of Merger Co. outstanding on the Effective Date of the merger shall, without any action on the part of the holder, be converted into one fully paid and nonassessable share of Common Stock of TXL which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder be liable for any further payments with respect to it.

(b). Each share of the Common Stock of TXL outstanding on the Effective Date of the merger shall, without any action on the part of the holder, be converted into approximately _________ fully paid and nonassessable shares of Exchanged T Stock which shares of Exchanged T Stock shall then be validly issued and outstanding, fully paid, and nonassessable and shall not be liable to any further call, nor shall the holder be liable for any further payments with respect to them. After the Effective Date of the merger, each holder of an outstanding certificate which had represented shares of the Common Stock of TXL shall be entitled, on surrender to the transfer and

exchange agent to receive in exchange a certificate or certificates representing the number of whole shares of Exchanged T Stock into which the shares of Common Stock of TXL so surrendered shall have been converted in such denominations as such holder may request. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of the Common Stock of TXL) shall for all purposes evidence the ownership of the shares of Exchanged T Stock into which such shares shall have been converted; provided, that dividends or other distributions which are payable in respect of shares of Exchanged T Stock into which shares of Common Stock of TXL shall have been converted shall be set aside by T and shall not be paid to holders of certificates representing such shares of Common Stock of TXL until such certificates shall have been surrendered in exchange for certificates representing Exchanged T Stock. On such surrender, the holder(s) of such shares shall be entitled to receive such dividends or other distributions without interest. T shall not issue any fractional interest in shares of Exchanged T Stock in connection with the conversion.

(c). All shares of Exchanged T Stock into which shares of the Common Stock of TXL shall have been converted pursuant to this Article III shall be issued in full satisfaction of all rights pertaining to the shares of TXL stock.

(d). If any certificate for shares of Exchanged T Stock is to be issued in a name other than that in which the certificate surrendered in exchange is registered, it shall be a condition of its issuance that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to T or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Exchanged T Stock in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of T or any agent designated by it that such tax has been paid or is not payable.

(e). In addition to the consideration provided for in the Reorganization Agreement, T shall issue to the shareholders of TXL an additional _________ restricted shares of common stock of T in the aggregate upon certification by the secretary of T that:

(i) T has sold (either in multiple groups or individually) _________ additional licenses for development in the _________ metropolitan area; and

(ii) the _________ T centers currently owned and operated by TXL and the T centers to be opened pursuant to the sale of additional licenses in the _________ metropolitan area have had an aggregate month of gross sales in excess of $_____.

In the event that the conditions set forth above have not been met by _________[date], the provision for the receipt of additional shares to be received shall extinguish.

(f). The certificates representing such additional T shares to be issued to each shareholder shall be the same portion as the number of shares of T stock held by each such shareholder, excluding the shares transferred to the finder, pursuant to the Reorganization Agreement. In lieu of issuing such shares to the shareholders, such shares shall be issued to any successor or assignee of such shareholder if at least seven days prior to the date of issuance T shall have received written evidence satisfactory to it that such succession was signed and executed by such shareholder or, in the event of h death or incapacity, executed by h personal representative and accompanied by appropriate evidence of appointment. No interest or other penalty shall be due or payable on additional T stock issuable under the Reorganization Agreement.

(g). For all relevant purposes of this article, the number of shares of T stock to be issued and delivered pursuant to the Reorganization Agreement shall be appropriately adjusted to take into account any stock splits, stock dividends, reverse stock split, recapitalization, or similar change in the T common stock par value, which may occur between the date of the Reorganization Agreement and date of delivery of such shares.

Article IV.

Articles of Incorporation and Bylaws

1. The articles of incorporation of TXL shall, on the merger becoming effective, be the articles of incorporation of the Surviving Corporation until amended in the manner provided by law.

2. The bylaws of TXL shall, on the merger becoming effective, be the bylaws of the Surviving Corporation until amended in the manner provided by law.

Article V.

Other Provisions With Respect to Merger

1. This Plan shall be submitted for approval by the stockholders of each of the Constituent Corporations as provided by the laws of the state of _________. After the approval or adoption by the stockholders of each Constituent Corporation in accordance with the requirements of the laws of the state of _________, all required documents shall be executed, filed, and recorded, and all required acts shall be done in order to accomplish the merger under the provisions of the laws of the state of _________, subject to the terms and conditions of the Reorganization Agreement.

2. This Plan may be terminated at any time prior to the Effective Date of the merger in the manner provided in the Reorganization Agreement.

Article VI.

Approval and Effective Date of the Merger; Miscellaneous Matters

1. The merger shall become effective when all the following actions shall have been taken:

(a) This Plan shall be authorized, adopted, and approved on behalf of each Constituent Corporation in accordance with the laws of the state of _________; and

(b) This Plan, executed and verified in accordance with the laws of the state of _________, shall be filed in the Office of the Secretary of State of _________.

The date on which such actions are completed and such merger is effected is referred to as the "Effective Date."

2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of Merger Co. acquired or to be acquired by, or as a result of, the merger, the officers and directors of Merger Co. or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving Corporation and otherwise carry out the purposes of the merger and the terms of this Plan.

3. For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts of it may be executed, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be considered one instrument.

4. This Plan shall be governed by and construed in accordance with the laws of the state of _________.

5. This Plan cannot be altered or amended except pursuant to an instrument in writing signed on behalf of the parties.

In witness, each Constituent Corporation has caused this Plan to be executed, all as of the date first above written.

Attest: _________, Secretary

T Merger Corporation

By _________, Authorized Officer

Attest: _________, Secretary

TXL

By _________, Authorized Officer

T (which is not a party to the foregoing Plan), joins in the foregoing Plan, agrees that it will be bound by it, and that it will do and perform all the acts and obligations referred to in or provided to be done by it.

Attest: _________, Secretary

T

By _________, Authorized Officer

Contributed by
Pam
 
Total Forms Contributed 41
 

See All Pam 's Forms
 

Related Forms

BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
MERGER AGREEMENT
SHAREHOLDERS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
PLAN AND AGREEMENT OF MERGER
"F" TYPE MERGER

Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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