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.
Title: Washington Exchange and Subscription Agreement: ID Recap, Inc. Merger with Interment, Inc. and Share Exchange Description: The Washington Exchange and Subscription Agreement refers to a legally binding contract between Michael T. Fire and ID Recap, Inc. regarding the merger of ID Recap, Inc. with Interment, Inc., along with the exchange of shares between the involved parties. This detailed description sheds light on the various types of Washington Exchange and Subscription Agreements that exist in such merger scenarios. 1. Merger Agreement: The Merger Agreement is a crucial component of the Washington Exchange and Subscription Agreement. It outlines the terms and conditions under which ID Recap, Inc. and Interment, Inc. will consolidate their operations, assets, and liabilities into a single corporate entity. It includes provisions related to share exchange ratios, business valuation, governance structure, and various other aspects of the merger. 2. Stock Purchase Agreement: The Stock Purchase Agreement, categorized within the Washington Exchange and Subscription Agreement, is focused on the exchange of shares between Michael T. Fire and ID Recap, Inc. This agreement defines the terms and actions related to the purchase and transfer of shares from one party to another. It specifies the number of shares being exchanged, purchase price, method of payment, representation and warranties, and conditions for closing the transaction. 3. Subscription Agreement: In certain cases, a Subscription Agreement may be a part of the larger Washington Exchange and Subscription Agreement. This agreement is usually signed between investors or shareholders and the target company, Interment, Inc., to subscribe for additional shares in the merged entity. It outlines the terms and conditions of the subscription, including the number of shares to be issued, the subscription price, and any relevant restrictions or rights associated with the new shares. 4. Consideration Agreement: The Consideration Agreement addresses the specific arrangements made by Michael T. Fire and ID Recap, Inc. to determine the consideration for the merger and share exchange. It may include provisions related to cash payments, promissory notes, or other types of consideration methods mutually agreed upon. This agreement ensures clarity regarding the financial aspect of the transaction. 5. Escrow Agreement: An Escrow Agreement may also be a component of the Washington Exchange and Subscription Agreement. This agreement establishes an escrow arrangement where certain funds or shares are held by a third-party escrow agent until specific conditions or obligations are fulfilled, ensuring the proper execution of the merger and share exchange agreements. In summary, the Washington Exchange and Subscription Agreement between Michael T. Fire and ID Recap, Inc. regarding the merger of ID Recap, Inc. with Interment, Inc. encompasses various agreements such as the Merger Agreement, Stock Purchase Agreement, Subscription Agreement, Consideration Agreement, and possibly the Escrow Agreement. These agreements define the terms, conditions, and actions necessary for the successful merger and exchange of shares between the involved parties.
Title: Washington Exchange and Subscription Agreement: ID Recap, Inc. Merger with Interment, Inc. and Share Exchange Description: The Washington Exchange and Subscription Agreement refers to a legally binding contract between Michael T. Fire and ID Recap, Inc. regarding the merger of ID Recap, Inc. with Interment, Inc., along with the exchange of shares between the involved parties. This detailed description sheds light on the various types of Washington Exchange and Subscription Agreements that exist in such merger scenarios. 1. Merger Agreement: The Merger Agreement is a crucial component of the Washington Exchange and Subscription Agreement. It outlines the terms and conditions under which ID Recap, Inc. and Interment, Inc. will consolidate their operations, assets, and liabilities into a single corporate entity. It includes provisions related to share exchange ratios, business valuation, governance structure, and various other aspects of the merger. 2. Stock Purchase Agreement: The Stock Purchase Agreement, categorized within the Washington Exchange and Subscription Agreement, is focused on the exchange of shares between Michael T. Fire and ID Recap, Inc. This agreement defines the terms and actions related to the purchase and transfer of shares from one party to another. It specifies the number of shares being exchanged, purchase price, method of payment, representation and warranties, and conditions for closing the transaction. 3. Subscription Agreement: In certain cases, a Subscription Agreement may be a part of the larger Washington Exchange and Subscription Agreement. This agreement is usually signed between investors or shareholders and the target company, Interment, Inc., to subscribe for additional shares in the merged entity. It outlines the terms and conditions of the subscription, including the number of shares to be issued, the subscription price, and any relevant restrictions or rights associated with the new shares. 4. Consideration Agreement: The Consideration Agreement addresses the specific arrangements made by Michael T. Fire and ID Recap, Inc. to determine the consideration for the merger and share exchange. It may include provisions related to cash payments, promissory notes, or other types of consideration methods mutually agreed upon. This agreement ensures clarity regarding the financial aspect of the transaction. 5. Escrow Agreement: An Escrow Agreement may also be a component of the Washington Exchange and Subscription Agreement. This agreement establishes an escrow arrangement where certain funds or shares are held by a third-party escrow agent until specific conditions or obligations are fulfilled, ensuring the proper execution of the merger and share exchange agreements. In summary, the Washington Exchange and Subscription Agreement between Michael T. Fire and ID Recap, Inc. regarding the merger of ID Recap, Inc. with Interment, Inc. encompasses various agreements such as the Merger Agreement, Stock Purchase Agreement, Subscription Agreement, Consideration Agreement, and possibly the Escrow Agreement. These agreements define the terms, conditions, and actions necessary for the successful merger and exchange of shares between the involved parties.