North Carolina Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp

State:
Multi-State
Control #:
US-CC-12-1357H
Format:
Word; 
Rich Text
Instant download

Description

12-1357H 12-1357H . . . Agreement and Plan of Merger for merger of corporation into corporation that owns 74% of its common stock ("Parent") and conversion of all outstanding shares of common stock of Parent into shares of common stock of Subsidiary ("Surviving Company") on a share-for-share basis
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  • Preview Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
  • Preview Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
  • Preview Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
  • Preview Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
  • Preview Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp

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FAQ

Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.

After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: Confidentiality Agreements. Letters of Intent. Exclusivity Agreements. Disclosure Schedules. HSR Filings. Third Party Consents. Legal Opinions. Stock Certificates.

There are two basic merger structures: direct and indirect. In a direct merger, the target company and the buying company directly merge with each other. In an indirect merger, the target company will merge with a subsidiary company of the buyer.

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 ...

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).

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North Carolina Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp