12-2089 12-2089 . . . Agreement and Plan of Merger for merger of corporation with newly-formed, wholly-owned subsidiary ("Surviving Company") of Disappearing Company and conversion of (a) each share of Disappearing Company common stock outstanding on September 7, 1994 ("Determination Date") owned by any stockholder who, at Determination Date, is not director or officer of Disappearing Company and is record holder of 500 shares or less of Disappearing Company common stock into right to receive $6.00 per share in cash from Surviving Company and (b) each share of Disappearing Company common stock owned by any stockholder who, at Determination Date, is director or officer of Disappearing Company or is record holder of more than 500 shares of Disappearing Company common stock into one share of Surviving Company common stock. Each share of Surviving Company common stock outstanding on effective date of merger shall be converted into right to receive $5.00 in cash from Surviving Company. The purpose of merger is to reduce number of stockholders below 300 and terminate registration of Surviving Company's common stock under Securities Exchange Act of 1934
Michigan Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
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If the merger or acquisition requires a vote by shareholders, the agreement will be available in the proxy document, Schedule 14A (or sometimes an information statement, Schedule 14C). The proxy will include the terms of the merger and what shareholders can expect to receive as proceeds.
Examples of such clauses can be the goods or services to be provided; details about what, when, how, and under circumstances the party providing those things will be paid; who owns the rights to the goods or services; what happens if there is a breach of the contract or a dispute; the term or length of the contract; ...
A merger clause is a clause that declares an agreement the complete and final agreement between two parties. Any provisions made before the contract have to be attached to this clause in order to be considered part of the agreement.
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.
12.2 Merger Clause. This Agreement and the other agreements, documents or instruments contemplated hereby shall constitute the entire agreement between the Parties, and shall supersede all prior agreements, understandings and negotiations between the Parties with respect to the subject matter hereof.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
An integration clause?sometimes called a merger clause or an entire agreement clause?is a legal provision in Contract Law that states that the terms of a contract are the complete and final agreement between the parties.
It is also sometimes called an integration clause. Example: Andy and Greg made an oral agreement that Andy would pay Greg $20 if he mounted Andy's new TV. Greg wrote out a contract, which contained a merger clause, and changed the fee to $25.