helios and matheson analytics subsidiaries

At the Effective Time, the separate existence of Sub shall cease and the Company shall continue as the Surviving Corporation in the Merger and shall be a wholly owned Subsidiary of Helios and shall continue to be governed by the Laws of the State of Nevada. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Sub shall be merged with and into the Company in accordance with the provisions of the Nevada Revised Statutes, (the “ NRS”) and with the effects provided in the NRS (the “ Merger”). NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties hereby agree as follows: WHEREAS, at the Effective Time, Sub shall merge with and into the Company, with the Company surviving such merger, and the outstanding shares of Company Common Stock shall be converted into the right to receive shares of Helios Common Stock (except as provided herein) and, upon the terms and subject to the conditions of this Agreement, the Company shall continue to conduct its business and operations as a wholly owned subsidiary of Helios. federal income tax purposes shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code”), and this Agreement is intended to be, and is hereby adopted as, a plan of reorganization within the meaning of Section 368(a) of the Code and

WHEREAS, it is the intention of the Parties to this Agreement that the Merger for U.S. WHEREAS, the board of directors of Sub, has (a) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, and (b) recommended approval of this Agreement and the transactions contemplated hereby by the sole stockholder of Sub WHEREAS, the Company Board has (a) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, and (b) recommended approval and adoption of this Agreement by the stockholders of the Company (the “ Company Board Recommendation”) WHEREAS, the board of directors of Helios (the “ Helios Board”) and the board of directors of Sub have determined that a merger of the Company and Sub, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of Helios, Sub and Helios’ shareholders and Sub’s sole stockholder, respectively, and have determined that it is in the best interests of Helios and Sub and Helios’ shareholders and Sub’s sole stockholder, respectively, and declared it advisable, to enter into this Agreement and consummate the transactions described herein (the “ Helios Board Recommendation”)

WHEREAS, the board of directors of the Company (the “ Company Board”) has determined that a merger of the Company and Sub, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of the Company and its stockholders, and declared it advisable to enter into this Agreement with Helios and Sub and consummate the transactions described herein Certain capitalized terms used in this Agreement are defined in Section 7.1. THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement”) is made and entered into as of July 7, 2016, by and among HELIOS AND MATHESON ANALYTICS INC., a Delaware corporation (“ Helios”) ZONE ACQUISITION, INC., a Nevada corporation (“ Sub”), and ZONE TECHNOLOGIES, INC., a Nevada corporation (the “ Company”).

Takeover Laws Charter Provisions No Rights Plan.Īmendment to Helios Equity Incentive PlanĪrticle 5 Conditions Precedent to Obligations to ConsummateĬonditions to Obligations of Helios and Sub.Ĭonditions to Obligations of the Company. Preparation of Registration Statement Required Company Vote.ĭirectors’ and Officers’ Indemnification and Insurance. No Control of Other Party’s Business Other Actions. Helios SEC Documents Financial Statements.Īrticle 4 Conduct of Business Pending Consummation Survival of Representations and Warranties.Īrticle 3 Representations and Warranties of HELIOS and Sub Organization and Qualification Subsidiaries Article 1 Transactions and Terms of MergerĪrticle 2 Representations and Warranties of the Company

Helios and matheson analytics subsidiaries