This Plan of Conversion (the "Plan") is adopted by Galaxy Holdings, a TX limited liability company (the "Company"), to convert the Company into a corporation in accordance with the laws of the State of TX and the Company's operating agreement, effective (the "Effective Date").
On the Effective Date, the Company shall convert from a limited liability company into a corporation organized under the laws of the State of to be named , Inc. (the "Corporation"). The conversion shall be effected by filing Articles of Incorporation and a Statement / Certificate of Conversion with the Secretary of State, and the converted entity shall be deemed the same continuing entity, with all assets, liabilities, and obligations of the Company continuing as those of the Corporation by operation of law.
This Plan has been approved by the Company's manager(s) and by the members holding the percentage of membership interests required under the Company's operating agreement and applicable law. Evidence of such approval shall be filed with the records of the Corporation.
On the Effective Date, each membership interest in the Company shall be converted into shares of capital stock of the Corporation at an exchange ratio of . The resulting share ownership of the Corporation shall be as follows:
| Member / Shareholder | Membership Interest (%) | Shares Received | Class |
|---|---|---|---|
Upon conversion, the Corporation shall be authorized to issue shares of capital stock, consisting of shares of common stock, par value per share, and shares of preferred stock, the rights and preferences of which shall be set forth in the Corporation's Articles of Incorporation. The Corporation shall adopt bylaws, elect directors, and appoint officers effective as of the Effective Date.
The parties intend that the conversion qualify, to the extent applicable, as a tax-deferred transaction under Section 351 of the Internal Revenue Code of 1986, as amended, whereby the members transfer property (their membership interests / the Company's assets) to the Corporation solely in exchange for stock and immediately after the exchange are in control of the Corporation. Each member should consult such member's own tax advisor regarding the consequences of the conversion. The Corporation shall obtain or retain Employer Identification Number and make any required tax elections and filings.
From and after the Effective Date: (a) the existence of the Company continues in the converted corporate form without interruption; (b) all property, rights, and contracts of the Company remain vested in the Corporation; (c) all debts, liabilities, and obligations of the Company continue as obligations of the Corporation; and (d) any pending proceeding may be continued as if the conversion had not occurred.
The officers and managers are authorized and directed to execute and deliver all documents and take all actions reasonably necessary to carry out this Plan. This Plan is governed by and construed in accordance with the laws of the State of TX.
Name: Michael Yuan
Title: General Manager, Manager / Authorized Member
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