Texas 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

Title: Exploring the Texas Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. Introduction: In the realm of corporate mergers and acquisitions, the Texas Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. holds significance. This detailed description aims to shed light on the intricacies of this agreement, including its purpose, execution, and potential variations. Keywords: Texas Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., corporate merger, acquisitions 1. Understanding the Purpose of the Texas Agreement of Merger: The Texas Agreement of Merger serves as a legally-binding document outlining the merger of CP National Corp., All tel Corp., and All tel California, Inc. This agreement spells out the rationale behind the merger and details the rights, obligations, and interests of each involved party. 2. The Parties Involved in the Texas Agreement of Merger: a. CP National Corp.: A prominent corporation actively involved in mergers and acquisitions in the Texas region. b. All tel Corp.: A well-established company engaged in the telecommunications' industry, with a notable presence in Texas. c. All tel California, Inc.: A subsidiary of All tel Corp., focusing on business operations and services specifically in the state of California. 3. Execution and Structure of the Texas Agreement of Merger: a. Legal Framework: The agreement follows the legal framework established by the Texas Business Organizations Code and other relevant corporate laws. b. Terms and Conditions: The agreement outlines the terms and conditions under which the merger shall take place, including specifics on stock transfers, asset distributions, and potential name changes. c. Voting and Approval: The agreement generally requires approval from the boards of directors and shareholders of all involved entities. d. Transfer of Liabilities and Assets: The agreement establishes the transfer of liabilities, assets, contracts, and intellectual property rights from All tel Corp. and All tel California, Inc. to CP National Corp. 4. Potential Variations of the Texas Agreement of Merger: While the focus is primarily on the merger of CP National Corp., All tel Corp., and All tel California, Inc., it's worth noting that there may be different types of Texas Agreement of Merger, depending on the specific characteristics of the merging entities. This includes variations in merger structures, such as statutory merger, consolidated merger, or short-form merger, each subject to distinct legal requirements. Conclusion: The Texas Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. stands as a pivotal agreement that facilitates the merger between these entities. This description provides an overview of the purpose, execution, and potential variations of this agreement, highlighting its role in shaping corporate landscapes and fostering growth in the Texas region. Note: The information provided above is based on general research and may not reflect the most recent updates or specific details relating to the agreement between CP National Corp., All tel Corp., and All tel California, Inc.