Wisconsin Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9265
• Format: Word; Rich Text

Description

Agreement of Merger between Bay-Micro Computers, Inc., a California corporation, and BMC Acquisition Corporation, a Delaware corporation, dated November 12, 1999. 4 pages.

Title: Exploring the Wisconsin Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation Keywords: Wisconsin Merger Agreement, Bay Micro Computers, Inc., BMC Acquisition Corporation, types Introduction: In this article, we delve into the Wisconsin Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation. This agreement is a crucial legal document that outlines the terms and conditions agreed upon by both entities when merging their operations in the state of Wisconsin. We will explore the key components and possible variations of this agreement. 1. The Purpose of the Merger Agreement: The Wisconsin Merger Agreement aims to formalize the merger of Bay Micro Computers, Inc. and BMC Acquisition Corporation, providing a strategic path for combining their resources, assets, and operations. It sets out the legal obligations and expectations of both parties throughout the merger process and beyond. 2. Defining the Parties: The agreement precisely identifies Bay Micro Computers, Inc. and BMC Acquisition Corporation as the participating entities involved in the merger. 3. Terms and Conditions: The agreement outlines the terms and conditions that guide the merger process, including the exchange of shares, financial assets, liabilities, and intellectual property. It specifies the timeline, milestones, and procedural requirements for the merger to take effect successfully. 4. Shareholder Rights and Consideration: The Wisconsin Merger Agreement details the rights and consideration provided to the shareholders of Bay Micro Computers, Inc. and BMC Acquisition Corporation, addressing matters such as voting rights, stock options, dividend payments, and other financial considerations. 5. Board and Governance Matters: This section addresses the composition, appointment, and responsibilities of the board of directors for the merged entity. The agreement may also include provisions for the election of officers and the establishment of committees. 6. Regulatory and Legal Compliance: The agreement ensures that the merger is conducted in compliance with state and federal laws, regulations, and statutes governing mergers in Wisconsin. It may specify legal procedures for obtaining necessary approvals and permits from relevant authorities. 7. Confidentiality and Non-Disclosure: To protect trade secrets, proprietary information, and other sensitive data, the agreement may contain provisions for confidentiality and non-disclosure between the participating entities and their employees. Types of Wisconsin Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation: 1. Statutory Merger Agreement: This type of agreement follows the specific merger regulations set forth by the Wisconsin Business Corporation Act. It involves combining the assets, liabilities, and operations of both companies into a single surviving entity. 2. Share Exchange Merger Agreement: In this type of agreement, Bay Micro Computers, Inc. and BMC Acquisition Corporation exchange their respective shares to effectuate the merger. The agreement outlines the conversion ratios and valuation methods used for the exchange. 3. Asset Purchase Agreement with Merger Provisions: This type of agreement involves Bay Micro Computers, Inc. selling its assets to BMC Acquisition Corporation while simultaneously merging their remaining operations into a newly formed entity. Conclusion: The Wisconsin Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract that governs their merger process. It outlines the terms, conditions, and expectations, ensuring a seamless transition and collaboration between the merged entities. It is essential for both parties to carefully understand and adhere to the provisions within the agreement to navigate the merger successfully and create a prosperous future together.