Washington 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 Washington Agreement of Merger, involving CP National Corp., All tel Corp., and All tel California, Inc., is a significant legal agreement that paved the way for the consolidation and merger of these three entities. This detailed description will outline the key aspects of the merger and shed light on its various types. The Washington Agreement of Merger, executed by CP National Corp., All tel Corp., and All tel California, Inc., is a legally binding contract that outlines the terms and conditions for the merger and acquisition of these esteemed entities. By combining their resources, expertise, and market presence, CP National Corp., All tel Corp., and All tel California, Inc. aim to create a more formidable and competitive entity in the telecommunications' industry. This merger holds immense strategic value for all involved parties. CP National Corp., a prominent telecommunications company, seeks to expand its operations and market reach by merging with All tel Corp., a leading provider of wireless communication and related services. All tel California, Inc., a subsidiary of All tel Corp., is also included in this merger, signifying its vital role in the consolidation process. The Washington Agreement of Merger encompasses various types of merger arrangements, each designed to address specific aspects of the consolidation process. These types may include: 1. Stock-for-Stock Merger: This type of merger involves the exchange of shares between CP National Corp. and All tel Corp. In this scenario, the shareholders of All tel Corp. will receive a predetermined number of CP National Corp.'s shares in exchange for their existing shares, resulting in their ownership in the merged entity. 2. Asset Acquisition: This type of merger allows CP National Corp. to acquire selected assets of All tel Corp., which may include infrastructure, customer contracts, licenses, and intellectual property rights. This type of merger is often chosen when specific assets hold significant value for the acquiring company. 3. Subsidiary Merger: This type of merger involves the merger of All tel California, Inc. into CP National Corp. or All tel Corp. As a subsidiary, All tel California, Inc.'s operations, assets, and legal entity will merge into the parent company, thereby streamlining operations and eliminating duplicate entities. 4. Statutory Merger: A statutory merger involves the complete absorption of one company by another. This type of merger may apply to CP National Corp. acquiring All tel Corp., resulting in All tel Corp. ceasing to exist as a separate legal entity, becoming part of CP National Corp. These various types of mergers provide flexibility in structuring and tailoring the consolidation to meet the objectives of CP National Corp., All tel Corp., and All tel California, Inc. They enable the merging entities to capitalize on their respective strengths, maximize operational efficiencies, gain market share, and enhance shareholder value. In conclusion, the Washington Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. represents a significant milestone in the telecommunications' industry. This comprehensive description provides an overview of the merger's objectives and enumerates distinctive types of mergers that may be incorporated to ensure a successful and seamless consolidation.