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
New York Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.
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If the necessary majority of the corporation's shareholders approve a merger or consolidation, it will go forward, and the shareholders will be compensated. However no shareholder who votes against the transaction is required to accept shares in the surviving or successor corporation.
A merger happens when two companies combine to form a single entity. Public companies often merge with the declared goal of increasing shareholder value, by gaining market share or from entering new business segments. Unlike an acquisition, a merger can result in a brand new entity formed from the two merging firms.
A merger is a form of legal consolidation, where two (or more) companies form a single entity that supersedes the previously existing companies. But in an acquisition, where one company purchases another, the buyer company continues to exist.
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.
A merger typically occurs when one company purchases another company by buying a certain amount of its stock in exchange for its own stock. An acquisition is slightly different and often does not involve a change in management.