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Re: GBRO post# 77744

Thursday, 10/19/2017 11:03:22 AM

Thursday, October 19, 2017 11:03:22 AM

Post# of 97680
Then there are two separate agreements that occur, a Merger Agreement and a Share Exchange Agreement, as follows: The result of the Merger Agreement is that Hold-Co survives and Merger Sub does not.The results of the Share Exchange Agreement is that all outstanding shares of common stock and preferred stock of the Predecessor Corporation are automatically converted into identical shares of common stock or preferred stock, as applicable, of Hold Co, on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders become stockholders and equity holders, as applicable, of Hold Co in the same amounts and percentages as they were in the Predecessor prior to the Reorganization.The stock transfer agent would actually issue new shares to the shareholders (although it could be in book entry form, for ease of administration and cost reduction).