Merger refers to the situation where one of the constituent corporations remains in being and absorbs into itself the other constituent corporation. It refers to the case where no new corporation is created, but where one of the constituent corporations ceases to exist, being absorbed by the remaining corporation. Generally the Board of Directors of each Corporation have to adopt a resolution authorizing a Plan of Merger and Agreement and the Shareholders of each Corporation have to approve the Plan and Agreement.
The Arizona Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger is a legal document that authorizes the board of directors of a corporation in Arizona to initiate negotiations regarding a merger with another company. This resolution is of utmost importance as it sets the groundwork for the corporation to explore potential merger opportunities, evaluate their feasibility, and further protect the interests of the corporation and its shareholders. The resolution outlines the board's authority to enter into negotiations, providing them with the power to engage in discussions, exchange information, and conduct due diligence related to the potential merger. It empowers the board to appoint specific individuals or committees to oversee and conduct negotiations on behalf of the corporation. Keywords: Arizona, Resolution, Board of Directors, Corporation, Negotiations, Merger, Authority, Shareholders, Feasibility, Discussions, Due Diligence, Appoint, Committees. Types of Arizona Resolutions of Board of Directors of Corporation Authorizing Negotiations Concerning Merger may include: 1. General Authorization Resolution: This type of resolution grants the board of directors the authority to enter into negotiations and take all necessary actions to pursue a potential merger, without specifying any particular merger candidate. 2. Specific Merger Candidate Authorization Resolution: In this case, the resolution identifies a specific merger candidate or company, granting the board the authority to initiate negotiations exclusively with that particular company. 3. Authorization for Committee Resolution: This type of resolution allows the board to establish a special committee to oversee and handle the negotiations concerning the merger, ensuring effective decision-making and representation of the board's interests throughout the process. 4. Parameters and Limitations Resolution: This resolution may set specific parameters or limitations on the negotiations, such as financial thresholds, shareholder approval requirements, or conditions precedent that must be met before proceeding with the merger. 5. Termination Resolution: If the negotiations fail or the board decides not to pursue the merger, this resolution formally terminates the authority previously granted and concludes the negotiation process, allowing the board to explore other alternatives.
