Name change amendment clause samples

To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein, including delivering your shares to the transfer agent prior to the vote on the Extension Amendment, Conversion Amendment and name change amendment. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension Amendment and Conversion.

If you exercise your conversion rights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you vote for the Conversion Amendment, properly demand conversion, and tender your stock certificate(s) to the Company’s transfer agent prior to the vote for the Extension Amendment, Conversion Amendment and Name Change Amendment. If the Extension Amendment, the Conversion Amendment and Name Change Amendment are not approved or if they are abandoned, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting as described elsewhere herein.

All of CB Pharma’s directors, executive officers, initial shareholders and their affiliates, as well as the New Management, are expected to vote all ordinary shares owned by them in favor of the Extension Amendment, the Conversion Amendment and Name Change Amendment.On the record date, such holders represented approximately 23% of CB Pharma’s issued and outstanding ordinary shares.

This Amendment amends and operates in conjunction with the Previous Amendment and the Previous Name Change Amendment.This Amendment, the Previous Amendment, the Previous Name Change Amendment and the Agreement constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersede in full all prior proposals and understandings, oral or written, relating to such subject matter.To the extent that the terms of this Amendment conflict with the terms of the Previous Amendment, the Previous Name Change Amendment or the Agreement, the terms of this Amendment shall control.

The Name Change Amendment was adopted and approved by the unanimous written consent in lieu of a meeting of our Board of Directors executed on March 8, 2018 and the written consent of Mr. Nee Seng Yap, the owner of 40,000,020, or approximately 92.1% of our outstanding shares of common stock, executed on March 8, 2018. The Name Change Amendment has been adopted since as a result of the change in control of our company discussed below. We are a shell company within the meaning of Section 12(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) seeking to acquire an operating business. The approval of the Name Change Amendment by a written consent in lieu of a meeting of shareholders signed by Mr. Yap as the holder of a majority of our outstanding shares of common stock is sufficient under Florida Statutes and our bylaws to approve the Name Change Amendment. Accordingly, no proxy of our shareholders will be solicited for a vote on the Name Change Amendment and this Information Statement is being furnished to shareholders solely to provide them with certain information concerning the Name Change Amendment in accordance with the requirements of the Exchange Act and the regulations promulgated thereunder, including particularly Regulation 14C. In accordance with Regulation 14C, the Name Change Amendment will not be effected prior to the 21st day after this Information Statement is mailed to shareholders of record as of the Record Date.

Proposal 3: Approval of the Name Change Amendment. Approval of the Name Change Amendment requires the affirmative vote of the holders of at least a majority of the issued and outstanding shares entitled to vote on the proposal at the annual meeting.

Our directors and the Approving Stockholders have taken action by written consent to authorize our Board to effect the Name Change Amendment. Our Board has discretion to abandon the Name Change prior to its effectiveness.

In connection with the Name Change Amendment, the Company’s Board of Directors believes that it is in the best interest of the shareholders to adopt the Name Change Amendment. Other than the corporate name change, the Name Change Amendment does not incorporate any other material changes.

The affirmative vote of sixty-five percent (65%) or more of the Company’s common stock outstanding as of the record date will be required to approve each of the Extension Amendment, Trust Amendment and Dividend Withdrawal Proposal. The affirmative vote of a majority of the Company’s outstanding common stock as of the record date will be required to approve the Reverse Stock Split and Name Change Amendment. Approval of the Stockholder Adjournment requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

The following discussion is a general summary of certain material U.S. federal income tax consequences to the Company’s stockholders with respect to the exercise of redemption rights, the conversion of our warrants into shares of our common stock or cash (the “Warrant Conversion”) pursuant to the Warrant Conversion Proposal, the distribution of new warrants in respect of shares of common stock of the Company (the “New Warrant Distributions”), and the Reverse Stock Split, in each case in connection with the approval of the Extension Amendment, Trust Amendment and Name Change Amendment. Because the components of a unit are separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying common stock of the Company and warrant components of the unit, as the case may be. As a result, the discussion below of the U.S. federal income tax consequences with respect to direct holders of common stock of the Company and warrants should also apply to holders of units (as the deemed owners of the underlying common stock of the Company and warrants that comprise the units).

Section 242 of the DGCL provides that proposed amendments to the Certificate of Incorporation must first be adopted by the Board and then approved by the Majority Stockholders. On May 29, 2020, our Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting the Name Change Amendment. May 29, 2020. or the Record Date, was the date for determining the stockholders entitled to receive notice of and to vote on the proposed increase to our authorized capital.