Ohio Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1384JF
• Format: Word; Rich Text

Description

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

The Ohio Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. is a legal document that outlines the terms and conditions for the merger between these three entities. It includes all the necessary information regarding the consolidation of their assets, liabilities, and operations, as well as the rights and obligations of each party involved. Keywords: merger, agreement, Ohio, CP National Corp., All tel Corp., All tel California, Inc., legal document, consolidation, assets, liabilities, operations, rights, obligations. Types of Ohio Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc.: 1. Standard Merger Agreement: This is the most common type of merger agreement that provides a comprehensive overview of the merger process, including the terms and conditions, rights and obligations of each party, and the timeline for completion. 2. Asset Purchase Agreement: In this type of agreement, CP National Corp., All tel Corp., and All tel California, Inc. may decide to transfer specific assets of one entity to another, rather than merging all their operations. This agreement specifies the assets being transferred, the purchase price, and any other relevant terms. 3. Stock Purchase Agreement: In this scenario, one company may choose to acquire the majority or entirety of the stocks of another entity. The agreement outlines the number of shares being purchased, the price per share, and any other conditions for the transaction. 4. Joint Venture Agreement: Instead of merging completely, CP National Corp., All tel Corp., and All tel California, Inc. might decide to form a joint venture to pursue a specific business opportunity. This agreement defines the purpose of the joint venture, the contributions of each party, the profit-sharing structure, and the management of the venture. 5. Amended and Restated Merger Agreement: If there is a need to make significant changes to the original merger agreement, CP National Corp., All tel Corp., and All tel California, Inc. may enter into an amended and restated merger agreement. This document outlines the modifications made to the original agreement and ensures that all parties are in agreement with the updated terms. In summary, the Ohio Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. is a legally binding document that establishes the terms and conditions for the merger between these entities. Various types of agreements, such as standard merger agreements, asset purchase agreements, stock purchase agreements, joint venture agreements, and amended and restated merger agreements, can be used depending on the specific circumstances and objectives of the merger.