Share Merger Stock With Tata Consumer

• Category: Corporations - Public - Restructuring
• State: Multi-State
• Control #: US-CC-7-116
• Format: Word; Rich Text

Description

The proposed merger involves the merger of The Grossman Corporation (TGC) with the Company, allowing TGC's shareholders to directly own shares of the Company's common stock. The merger is structured to be tax-free, benefiting shareholders of TGC by transforming their ownership without adverse consequences to the Company. The Agreement mandates that TGC liquidate all assets apart from Company shares before the merger, ensuring no changes to share quantities or corporate control occur post-merger. Existing shareholders of the Company will not possess any appraisal rights in this process. Notably, shares issued to TGC shareholders will be classified as restricted stock. Expenses arising from the merger are to be covered by TGC, with indemnification clauses protecting the Company from potential liabilities. This form serves as a critical tool for attorneys, partners, owners, and paralegals, providing clarity on procedural steps, tax implications, and necessary agreements, ensuring compliance with Minnesota law and guiding legal assistants in executing the merger effectively.