The Kansas Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legally binding document that outlines the terms and conditions of the merger between these three companies. This merger aims to combine the strengths and resources of America Online, ME Acquisition, and MapQuest. Com to create a more powerful and integrated entity in the online services industry. The Kansas Agreement and Plan of Merger is structured in a comprehensive manner, addressing various aspects of the merger including the exchange ratio, board composition, governance, and management structure of the newly formed company. It also covers the allocation of assets and liabilities, treatment of outstanding securities, and the process for approving and closing the merger. One type of Kansas Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is known as the "Basic Merger Agreement." This agreement focuses on the fundamental terms and provisions of the merger, setting the foundation for the overall transaction. Another type is the "Amendment and Restatement Agreement." This agreement modifies and updates certain provisions of the original merger agreement to reflect any changes or additional terms required as the merger progresses. It ensures that all parties involved are aligned and promotes transparency and clarity throughout the merger process. The Kansas Agreement and Plan of Merger also includes provisions related to representations and warranties, conditions precedent, termination rights, and dispute resolution mechanisms. These provisions are vital to protect the interests of each party involved and to ensure smooth and fair execution of the merger. Overall, the Kansas Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a pivotal document that outlines the terms and conditions of the merger, aiming to maximize synergies and create a stronger entity in the online services industry.
Kansas Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.
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Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs. Unlike mergers, acquisitions do not result in the formation of a new company. Merge and acquire businesses | U.S. Small Business Administration sba.gov ? grow-your-business ? merge-acqu... sba.gov ? grow-your-business ? merge-acqu...
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax. What Are Merger and Acquisition Contracts? - Ironclad Ironclad ? Contracts and clauses Ironclad ? Contracts and clauses
Mergers are transactions involving the combination of generally two or more companies into a single entity. The need for shareholder approval of a merger is governed by state law. Typically, a merger must be approved by the holders of a majority of the outstanding shares of the target company. Mergers | Investor.gov investor.gov ? investing-basics ? glossary investor.gov ? investing-basics ? glossary
An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents). Plan of Merger | Practical Law - Westlaw westlaw.com ? document ? Plan-of-... westlaw.com ? document ? Plan-of-...
What is an Agreement Of Merger? An agreement of merger is a legal document that establishes the terms and conditions to combine two or more businesses into one new entity. The business owners of the merging companies agree to sell all their stock and assets to the newly formed company for an agreed upon price. Agreement Of Merger: Definition & Sample - Contracts Counsel contractscounsel.com ? agreement-of-merger contractscounsel.com ? agreement-of-merger
The Company and each of its subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate ... Merger Agreement - SEC.gov SEC.gov ? edgar ? data ? mrgragmt SEC.gov ? edgar ? data ? mrgragmt