12-1384JF 12-1384JF . . . Agreement of Merger for (a) merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986
Michigan Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.
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How to fill out Agreement Of Merger By CP National Corp., Alltel Corp., And Alltel California, Inc.?
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A merger is an agreement that unites two existing companies into one new company. There are several types of mergers and also several reasons why companies complete mergers. Mergers and acquisitions (M&A) are commonly done to expand a company's reach, expand into new segments, or gain market share.
A merger takes place when two companies combine to form a new company. Companies merge to reduce competition, increase market share, introduce new products or services, improve operations, and, ultimately, drive more revenue.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
A merger agreement (or ?definitive merger agreement?) is the legal contract that is drawn up and signed by both parties when two companies merge. Its terms and conditions can be quite detailed, and it usually spells out several parameters regarding staffing actions to be implemented.
Understanding Mergers and Acquisitions A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. Unfriendly or hostile takeover deals, in which target companies do not wish to be purchased, are always regarded as acquisitions.