Pennsylvania Plan and Agreement of Merger by Wheeling Pittsburgh Corp, WHX Corp, and WP Merger Co.
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How to fill out Plan And Agreement Of Merger By Wheeling Pittsburgh Corp, WHX Corp, And WP Merger Co.?
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FAQ
In a merger, two separate legal entities come together to form a new joint legal entity. In an acquisition, one company (the acquirer) buys another company (the target) and takes control of its assets and operations.
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).
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.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
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.
Every M&A transaction involves at least one purchaser, or buyer, the party that will be making the acquisition. This is the person (i.e., individual or company) that signs the purchase agreement, pays the purchase price and which, after closing, directly or indirectly, owns or controls the target company or its assets.
?parties? means Parent, Merger Sub and the Company.