The Iowa Plan of Merger and Reorganization by and among Digital Insight Corp., Black Transitory Corp., and front, Inc. is a legal document outlining the specific terms and conditions of a merger and reorganization between these companies. This plan aims to create a streamlined and integrated entity that maximizes synergies and enhances overall business efficiency. The Iowa Plan of Merger and Reorganization includes various key components such as: 1. Parties Involved: Digital Insight Corp., Black Transitory Corp., and front, Inc. are the primary parties involved in this merger and reorganization agreement. 2. Purpose: The purpose of this plan is to merge and reorganize these companies in a way that will create a more robust and competitive entity in the market, allowing for increased growth potential, market share, and profitability. 3. Structure: The plan outlines the organizational structure of the post-merger entity, defining the roles and responsibilities of the board of directors, management teams, and employees. It also covers the capital structure, ownership percentages, and any changes in the company's stock or shareholder rights. 4. Assets and Liabilities: The plan details the transfer and allocation of assets and liabilities between the involved parties. This includes the identification and valuation of tangible and intangible assets, such as intellectual property, customer contracts, technology, and real estate. 5. Financial Considerations: The plan addresses the financial terms of the merger and reorganization, including the exchange ratio for shares, potential cash payments, and the treatment of outstanding debt and liabilities. 6. Regulatory and Legal Compliance: The agreement outlines the steps to comply with all relevant federal, state, and local laws, regulations, and licenses. It also addresses any potential antitrust or monopoly concerns, ensuring that the merger and reorganization adhere to legal frameworks. 7. Employee matters: The plan addresses the treatment and benefits for employees of the merging companies, including potential job redundancies, severance packages, and any relocation plans. It aims to minimize disruptions and provide a smooth transition for all employees involved. There might be different types of Iowa Plan of Merger and Reorganization by and among Digital Insight Corp., Black Transitory Corp., and front, Inc., based on the specific nature of the merger and reorganization. These could include: 1. Vertical Merger: If the merging companies operate in different stages of the same industry, a vertical merger may be undertaken to streamline operations and achieve cost efficiencies. 2. Horizontal Merger: If the merging companies are direct competitors within the same industry, a horizontal merger may be implemented to consolidate market share, eliminate competition, and drive economies of scale. 3. Conglomerate Merger: In situations where the merging parties operate in unrelated industries, a conglomerate merger may take place. This allows for diversification of the business portfolio and the exploration of new markets. 4. Reverse Merger: A reverse merger occurs when a private company (such as front, Inc.) acquires a publicly traded company (such as Digital Insight Corp. or Black Transitory Corp.). This allows the private company to become publicly traded without undergoing an initial public offering (IPO) process. Overall, the Iowa Plan of Merger and Reorganization aims to facilitate a smooth transition and integration process while maximizing the potential benefits and opportunities that arise from combining the resources, expertise, and market presence of Digital Insight Corp., Black Transitory Corp., and front, Inc.