Ohio Exchange and Subscription Agreement between Michael T. Fiore and ID Recap, Inc. regarding merge of ID Recap, Inc. with InterDent, Inc. and exchange of shares

• Category: Corporations - Public - Stock Subscription Agreements
• State: Multi-State
• Control #: US-EG-9336
• Format: Word; Rich Text

Description

Exchange and Subscription Agreement between Michael T. Fiore and ID Recap, Inc. regarding merge of ID Recap, Inc. with InterDent, Inc. and the exchange of shares for newly issued shares of capital stock of the company dated October 22, 1999. 8 pages. Ohio Exchange and Subscription Agreement is a legal document that outlines the terms and conditions of a merger between ID Recap, Inc. and Interment, Inc., as well as the exchange of shares between Michael T. Fire and ID Recap, Inc. This agreement is crucial in ensuring a smooth and transparent transition of ownership and assets. Here is a detailed description of what this agreement entails: 1. Parties involved: The agreement involves Michael T. Fire, an individual, and ID Recap, Inc., a company based in Ohio. 2. Merger details: The agreement revolves around the merger of ID Recap, Inc. with Interment, Inc., a dental support organization operating in multiple states. The merger aims to combine the resources, expertise, and networks of both companies for enhanced business growth and market expansion. 3. Share exchange: The agreement specifies the terms of the exchange of shares between Michael T. Fire and ID Recap, Inc. In this process, ID Recap, Inc. will issue shares to Michael T. Fire in exchange for the ownership interest he holds in the company. The specifics of the share exchange, such as the number of shares and their valuation, will be detailed within the agreement. 4. Financial considerations: The agreement outlines the financial aspects of the merger and share exchange, including the total value of the transaction, any cash payments, or adjustments to be made between the parties involved. 5. Representations and warranties: Both parties will provide representations and warranties related to their authority, ownership, and assets. These assurances are crucial to ensure transparency and protect the interests of all parties involved. 6. Conditions precedent: The agreement may include certain conditions or prerequisites that need to be fulfilled before the merger and share exchange can take place. These conditions may include obtaining necessary regulatory approvals, consents from third parties, or completion of due diligence. 7. Termination and breach: The agreement will outline the circumstances under which either party can terminate the merger or share exchange. It will also specify the remedies available in case of a breach of the agreement by any party. 8. Governing law and jurisdiction: The agreement will state that it is governed by the laws of the state of Ohio. It will also mention the jurisdiction where any disputes arising from the agreement will be resolved. 9. Additional types of exchange agreements: While the specific names of different types of Ohio Exchange and Subscription Agreement may vary, they generally fall under categories such as stock-for-stock exchange agreements, cash-for-stock exchange agreements, and asset-for-stock exchange agreements. These agreements depend on the nature of assets being exchanged and the preferences of the parties involved. In conclusion, the Ohio Exchange and Subscription Agreement between Michael T. Fire and ID Recap, Inc. regarding the merger with Interment, Inc. and the exchange of shares ensures a legally binding and well-defined process for the combination of businesses and transfer of ownership interests. It provides clarity on various aspects such as financial considerations, representations, and conditions precedent for a successful merger.

Ohio Exchange and Subscription Agreement is a legal document that outlines the terms and conditions of a merger between ID Recap, Inc. and Interment, Inc., as well as the exchange of shares between Michael T. Fire and ID Recap, Inc. This agreement is crucial in ensuring a smooth and transparent transition of ownership and assets. Here is a detailed description of what this agreement entails: 1. Parties involved: The agreement involves Michael T. Fire, an individual, and ID Recap, Inc., a company based in Ohio. 2. Merger details: The agreement revolves around the merger of ID Recap, Inc. with Interment, Inc., a dental support organization operating in multiple states. The merger aims to combine the resources, expertise, and networks of both companies for enhanced business growth and market expansion. 3. Share exchange: The agreement specifies the terms of the exchange of shares between Michael T. Fire and ID Recap, Inc. In this process, ID Recap, Inc. will issue shares to Michael T. Fire in exchange for the ownership interest he holds in the company. The specifics of the share exchange, such as the number of shares and their valuation, will be detailed within the agreement. 4. Financial considerations: The agreement outlines the financial aspects of the merger and share exchange, including the total value of the transaction, any cash payments, or adjustments to be made between the parties involved. 5. Representations and warranties: Both parties will provide representations and warranties related to their authority, ownership, and assets. These assurances are crucial to ensure transparency and protect the interests of all parties involved. 6. Conditions precedent: The agreement may include certain conditions or prerequisites that need to be fulfilled before the merger and share exchange can take place. These conditions may include obtaining necessary regulatory approvals, consents from third parties, or completion of due diligence. 7. Termination and breach: The agreement will outline the circumstances under which either party can terminate the merger or share exchange. It will also specify the remedies available in case of a breach of the agreement by any party. 8. Governing law and jurisdiction: The agreement will state that it is governed by the laws of the state of Ohio. It will also mention the jurisdiction where any disputes arising from the agreement will be resolved. 9. Additional types of exchange agreements: While the specific names of different types of Ohio Exchange and Subscription Agreement may vary, they generally fall under categories such as stock-for-stock exchange agreements, cash-for-stock exchange agreements, and asset-for-stock exchange agreements. These agreements depend on the nature of assets being exchanged and the preferences of the parties involved. In conclusion, the Ohio Exchange and Subscription Agreement between Michael T. Fire and ID Recap, Inc. regarding the merger with Interment, Inc. and the exchange of shares ensures a legally binding and well-defined process for the combination of businesses and transfer of ownership interests. It provides clarity on various aspects such as financial considerations, representations, and conditions precedent for a successful merger.