Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.
About this form
The Stock Tender Agreement is a legal document used to outline the terms and conditions under which shareholders of a corporation agree to tender their shares for purchase. This agreement specifically details the responsibilities and rights of EMC Corporation, Eagle Merger Corp., Computer Concepts Corporation, and trustees regarding the transaction of shares of common stock, and it distinguishes itself from other agreements by focusing on a cash tender offer and related merger activities. It is essential for regulating the sale of shares and ensuring all parties understand their commitments in the merger process.
Form components explained
- Date of the agreement.
- Parties involved and their roles (Parent, Purchaser, Major Shareholder, Trustees).
- Definitions of key terms such as Beneficial Ownership, Transfer, and Voting Period.
- Restrictions on share transfers and proxies during the agreement's term.
- Obligations to tender shares and the process for doing so.
- Conditions regarding competing offers and the voting of shares in favor of the merger.
- Provisions for optional purchase of shares by Parent under specified conditions.
When to use this form
This form is used during a corporate merger or acquisition when shareholders agree to sell their shares as part of a tender offer. It is particularly relevant when there is a significant financial transaction involving multiple stakeholders, as seen in this agreement among EMC Corporation and associated parties. Use this form when you need a structured, legally binding document to manage the terms under which shares will be offered and sold in a corporate context.
Intended users of this form
- Shareholders in a corporation looking to tender their shares as part of a merger.
- Corporations planning a cash tender offer to acquire shares from stakeholders.
- Trustees who manage shares on behalf of other shareholders.
- Legal professionals involved in corporate mergers and acquisitions.
How to complete this form
- Identify and list all parties involved in the agreement, outlining their roles.
- Clearly define key terms used in the agreement to avoid ambiguity.
- Specify the number of shares being tendered and the conditions of the tender offer.
- Review and include any restrictions on the transfer of shares during the agreement's duration.
- Have all parties sign the agreement to initiate the terms outlined herein.
Notarization guidance
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to define key terms, leading to misunderstandings among parties.
- Neglecting to outline the voting obligations clearly, potentially affecting the merger process.
- Omitting signatures from all required parties, resulting in an unenforceable agreement.
- Not keeping copies of the agreement for all parties involved.
Advantages of online completion
- Convenience of accessing the form from any location at any time.
- Editability allows for easy updates to reflect specific transaction details.
- Reliability from using professionally drafted legal forms, ensuring compliance with standard practices.
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FAQ
Companies merge to expand their market share, diversify products, reduce risk and competition, and increase profits. Common types of company mergers include conglomerates, horizontal mergers, vertical mergers, market extensions and product extensions.
A merger occurs when two separate entities combine forces to create a new, joint organization. Meanwhile, an acquisition refers to the takeover of one entity by another. Mergers and acquisitions may be completed to expand a company's reach or gain market share in an attempt to create shareholder value.
Types of Mergers. The three main types of mergers are horizontal, vertical, and conglomerate. In a horizontal merger, companies at the same stage in the same industry merge to reduce costs, expand product offerings, or reduce competition.
In 2007, the Walt Disney Company acquired Pixar Entertainment for a price of $7.4 billion. This is a merger that makes sense at every level. Disney has been the biggest name in family entertainment for decades, creating classics such as Cinderella, Mary Poppins, and The Lion King.
The terms "mergers" and "acquisitions" are often used interchangeably, although, in fact, they hold slightly different meanings. When one company takes over another and establishes itself as the new owner, the purchase is called an acquisition.
When you merge your business with another business or businesses, you consolidate two or more companies into one. You can compare a merger to a marriage. The companies involved in the merger join their assets, staff and other resources together, forming a new legal entity.
During a merger, essentially other corporate entities become a part of an existing entity. This can be useful for smaller companies merging into larger companies that have greater brand recognition and market traction. Conversely, a consolidation is when multiple companies join to form a new entity.
A merger is an agreement that unites two existing companies into one new company. There are several types of mergers and also several reasons why companies complete mergers. Mergers and acquisitions are commonly done to expand a company's reach, expand into new segments, or gain market share.
A merger is a statutory and contractual combination of two or more entities or companies into one while consolidation is the contractual and statutory process where two or more entities, usually companies join hands to form a completely new, more solid, and stronger entity.