Adoption of Agreement and Plan of Merger and Consummation of Holding Company Reorganization
On November 7, 2017, Infrax implemented a holding company reorganization pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2017, among Infrax, Crypto and NUV SUB Inc., a Nevada corporation (“Merger Sub”), which resulted in Crypto owning all of the outstanding capital stock of Infrax.
Pursuant to the Crypto Merger, Merger Sub, a direct, wholly owned subsidiary of Crypto and an indirect, wholly owned subsidiary of Infrax, merged with and into Infrax, with Infrax surviving as a direct, wholly owned subsidiary of Crypto.
Each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock being converted.
Accordingly, upon consummation of the Crypto Merger, Infrax’s stockholders immediately prior to the consummation of the Crypto Merger became stockholders of Crypto.
The stockholders of Infrax will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Crypto Merger.
Adoption of Agreement and Plan of Merger and Consummation of Holding Company Reorganization
On November 7, 2017, Infrax implemented a holding company reorganization pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2017, among Infrax, Crypto and NUV SUB Inc., a Nevada corporation (“Merger Sub”), which resulted in Crypto owning all of the outstanding capital stock of Infrax.
Pursuant to the CryptoMerger, Merger Sub, a direct, wholly owned subsidiary of Crypto and an indirect, wholly owned subsidiary of Infrax, merged with and intoInfrax, with Infrax surviving as a direct, wholly owned subsidiary of Crypto.
Each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock being converted.
Accordingly, upon consummation of the CryptoMerger, Infrax’s stockholders immediately prior to the consummation of the CryptoMerger became stockholders of Crypto.
The stockholders of Infrax will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the CryptoMerger.
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