A North Carolina Plan of Merger is a legal document that outlines the process and terms of the merger between Tumbleweed Communications Corp., Keyhole Acquisition Corp., and World talk Communications Corp. This plan involves the consolidation of these three entities into a single company. The North Carolina Plan of Merger contains crucial information pertaining to the merger, including but not limited to: 1. Parties involved: Tumbleweed Communications Corp., Keyhole Acquisition Corp., and World talk Communications Corp. 2. Purpose of the merger: The plan outlines the strategic reasons behind the merger, such as enhancing market presence, expanding product offerings, and achieving synergies. 3. Terms and conditions: This section covers the specifics of the merger, including the exchange ratio of shares, the valuation of each company, the treatment of stock options and other securities, and any conditions or contingencies to be met. 4. Corporate governance: The plan may include details regarding the new company's board composition, management structure, and any changes to the senior leadership team. 5. Assets and liabilities: The plan provides information on the assets and liabilities to be transferred or assumed by the surviving company. 6. Shareholder rights: The plan outlines the impact on shareholders' rights, such as voting rights, dividend entitlements, and any potential changes to stockholder agreements. 7. Regulatory compliance: This section addresses any necessary regulatory approvals, compliance requirements, and the associated timeline. It is important to note that the North Carolina Plan of Merger can take different forms based on the specific circumstances and preferences of the companies involved. Variations include: 1. Statutory Merger: A statutory merger is the most common type and involves combining the companies into a single entity. 2. Purchase Merger: In this type of merger, one company acquires the shares of the other companies, allowing them to maintain separate legal entities. 3. Consolidation: Instead of merging into one existing entity, the plan may outline the creation of an entirely new entity that incorporates the assets and liabilities of all involved companies. It is vital for all parties involved in the North Carolina Plan of Merger to seek legal guidance to ensure compliance with relevant state laws, regulatory requirements, and corporate governance best practices.