Alabama Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1047
• Format: Word; Rich Text

Description

12-1047 12-1047 . . . Agreement and Plan of Merger for merger of corporation with wholly-owned subsidiary of unrelated company (Surviving Company) and conversion of each share of Disappearing Company common stock into right to receive that number of American Depositary Shares (ADS), each of which represents four Preferred Limited Voting Ordinary Shares of Surviving Company, equal to quotient of (a) $20.50 divided by (b) average of daily closing prices of Preferred ADS on New York Stock Exchange Composite Tape on the twenty consecutive trading days ending on day which is five business days prior to date of Special Stockholders Meeting

Alabama Agreement and Plan of Merger, also known as the "Alabama Merger Agreement," is a legally binding contract that outlines the terms and conditions for the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This merger agreement is specific to transactions taking place in the state of Alabama, United States. The Alabama Merger Agreement serves as a roadmap for the consolidation of these three entities, ensuring a smooth transition and a comprehensive understanding of the merger's implications. It comprises various sections and provisions that address critical aspects of the merger, including financial arrangements, governance, voting rights, and operational integration. Key components of the Alabama Agreement and Plan of Merger include: 1. Parties: The News Corporation Ltd, HMC Acquisition, and Heritage Media are the primary entities involved in the merger, with each party clearly identified and specified. 2. Consideration: The agreement defines the consideration or exchange of resources involved in the merger. It outlines the exchange ratio or valuation methodology for company shares and other assets, providing a fair basis for determining the financial terms. 3. Governance: The agreement establishes the new governance structure for the merged entity, including the composition of the board of directors, executive appointments, and decision-making processes. It outlines the roles and responsibilities of key personnel and includes provisions to safeguard the interests of stakeholders. 4. Representations and Warranties: This section of the agreement includes statements made by each party regarding the accuracy of their financial statements, legal compliance, and other material aspects of the business. These representations and warranties protect the parties involved from undisclosed liabilities and misrepresentation. 5. Conditions Precedent: The agreement typically lists conditions that must be met before the merger can take place. These conditions may include obtaining necessary regulatory approvals, securing financing, and the absence of any material adverse change in the businesses involved. Different types of Alabama Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media may include variations specific to different mergers, acquisitions, or industries. For instance, a technology industry-specific Alabama Merger Agreement may include provisions relating to intellectual property rights, technology transfer, or data security. In conclusion, the Alabama Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media represents a comprehensive legal document that governs the process and terms of the merger between these three entities. It encompasses various aspects such as financial considerations, governance, representations and warranties, and conditions precedent to ensure a successful and transparent merger process.