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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 1611
Experience:  Run my own successful business/contract law practice.
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At the Closing, (as hereinafter defined) X agrees to

Customer Question

At the Closing, (as hereinafter defined) X agrees to transfer to Juice 100 shares of the common stock of X's Company (the "X's company Common Stock"), which represents all of the issued and outstanding capital stock of X's company, solely in exchange for one million (1,000,000) shares of the common stock of Y ("X's Common Stock"). X agrees to deliver the certificate representing the X's company Common Stock to Y on the Closing Date, and Y agrees to deliver a certificate to X representing the Y Common Stock. The certificate to be delivered by X at the Closing shall be in negotiable form, and the certificate delivered by Y at the Closing shall be subject to restrictions on transferability pursuant to Federal and state securities laws including, but not limited to, Rule 144 of the Securities Act of 1933, as amended or as applicable.
Submitted: 10 months ago.
Category: Business Law
Customer: replied 10 months ago.
Posted by JustAnswer at customer's request) Hello. I would like to request the following Expert Service(s) from you: Live Phone Call. Let me know if you need more information, or send me the service offer(s) so we can proceed.
Expert:  Maverick replied 10 months ago.

Welcome to Just Answer (“JA”)! My name is Maverick.

Please note: (1) If you want legal advice, you must consult with a local attorney in person before acting or deciding not to act based on any information given here; and (2) I answer most questions within the hour. However, if I am not signed on, please allow up to 24 hours. By continuing, you confirm that you understand and agree to these terms and JA’s site disclaimers presented to you earlier.

1. Please state the specific legal question that you want answered so we know which expert would be in the best position to help you; either by phone or in writing.

Customer: replied 10 months ago.
Hello
Customer: replied 10 months ago.
My question relates to a contract that i'm about to enter in
Customer: replied 10 months ago.
with regards ***** ***** and shares distribution
Expert:  Maverick replied 10 months ago.

Please go ahead and state your question with regards ***** ***** and distribution.

Customer: replied 10 months ago.
hello
Customer: replied 10 months ago.
Let me cut it and paste it
Expert:  Maverick replied 10 months ago.

okay...

Customer: replied 10 months ago.
At the Closing, (as hereinafter defined) X agrees to transfer to Juice 100 shares of the common stock of X's Company (the "X's company Common Stock"), which represents all of the issued and outstanding capital stock of X's company, solely in exchange for one million (1,000,000) shares of the commonstock of Y ("X's Common Stock"). X agrees to deliver the certificate representing the X's company Common Stock to Y on the Closing Date, and Y agrees to deliver a certificate to X representing the Y Common Stock. The certificate to be delivered by X at the Closing shall be in negotiable form, and the certificate delivered by Y at the Closing shall be subject to restrictions on transferability pursuant to Federal and state securities laws including, but not limited to, Rule 144 of the Securities Act of 1933, as amended or as applicable.
Expert:  Maverick replied 10 months ago.

I read that information already. What is that you want answered in connection with that info. There is no question there.

Customer: replied 10 months ago.
What does actually mean to you since I din't fully understand it!
Customer: replied 10 months ago.
Following the Conversion, the authorized capital stock of J consists of one hundred million (100,000,000) shares of common stock, no par value (the “Juice Common Stock”) and ten million (10,000,000) shares of preferred stock par value $.01 per share (the “J Preferred Stock” and collectively with the Common Stock, the “Capital Stock”). Of the authorized Juice Preferred Stock, one (1) share has been designated as J Series A Preferred Stock, the designations, rights and preference of which are set forth on Exhibit “D” attached hereto and incorporated herein by such reference (the “J Series A Preferred Stock”). All of the shares of Capital Stock shall have been duly authorized and validly issued as of the Closing, and shall be fully paid and non-assessable and no personal liability attaches to the ownership thereof. L is the sole owner of 100% of J’s limited liability interests and, as of the Closing, shall be the owner of two million (2,000,000) shares of the Juice Common Stock (the “L Common Stock”), which represents 100% of the Juice Common Stock prior to the issuance of the K Common Stock. In addition, N shall, as of the Closing Date, be the owner of the one (1) share of Series A Preferred Stock. Otherwise, there are no other outstanding shares of capital stock of J, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any unissued or treasury shares of capital stock of Juice. Other than as contemplated by the plan of reorganization of H (the “Plan”), wherein H is contemplated to be a wholly-owned subsidiary of J pursuant to the Plan, J has no subsidiary corporations. The J Common Stock to be issued to K at Closing will be fully paid and non-assessable.
Customer: replied 10 months ago.
It's not clear to me how many shares I would own upon transferring my shares in the merger!
Expert:  Maverick replied 10 months ago.

I will have to let another expert try to assist you here.

Expert:  Richard - Bizlaw replied 10 months ago.

Hello, my name is ***** ***** I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for.

I think what is missing is where is Y in the merger that you describe. If you want a phone call I would have to do that as a premium service. Let me know how you want to proceed.