Arizona Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

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US-EG-9050
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Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 59 pages The Arizona Agreement and Plan of Merger is a legal document that outlines the details of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement serves as a roadmap for combining these entities and specifies the terms and conditions under which the merger will take place. Key Terms: 1. Merger Parties: The Arizona Agreement and Plan of Merger involves three major entities: America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest. Com, Inc. These parties join forces to streamline their operations and enhance their combined market position. 2. Merger Structure: This agreement provides a blueprint for the merger process and defines the structure of the merged entity. It outlines the legal procedures, regulatory compliance, and financial aspects required for the successful completion of the merger. 3. Purpose of Merger: The primary objective of this merger is to create synergies between the merging entities to increase market share, improve competitiveness, and enhance overall profitability. By pooling their resources, expertise, and customer base, AOL, ME Acquisition, and MapQuest. Com aim to maximize their potential for growth and innovation. 4. Consideration: The Arizona Agreement and Plan of Merger specifies the consideration to be provided to the shareholders of MapQuest. Com as a result of the merger. This consideration may include cash, stocks, or a combination of both, as determined by the parties involved. 5. Terms and Conditions: This agreement outlines various terms and conditions that govern the merger process. These include the effective date of the merger, the treatment of outstanding stock options and equity interests, restrictions on transferability of shares, and the allocation of assets and liabilities among the merging entities. Types of Arizona Agreement and Plan of Merger: 1. Cash Merger: In a cash merger, the consideration offered to MapQuest. Com shareholders consists solely of cash, as determined by AOL and ME Acquisition. This type of merger is often chosen when the merging entities aim to acquire MapQuest. Com's assets without issuing additional shares or diluting existing shareholders' ownership. 2. Stock Merger: In a stock merger, the consideration provided to MapQuest. Com shareholders includes shares of the surviving entity (be it AOL or ME Acquisition or a newly formed company) in exchange for their MapQuest. Com shares. This type of merger allows the merging entities to combine their equity interests and expand their shareholder base. 3. Mixed Merger: A mixed merger combines both cash and stock components as consideration for MapQuest. Com shareholders. This option provides flexibility to AOL and ME Acquisition in determining the ratio of cash to stock payment, based on various factors such as financial conditions, stock market performance, and strategic considerations. In conclusion, the Arizona Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. represents a strategic move toward consolidation and collaboration in the online industry. By leveraging their respective strengths, AOL, ME Acquisition, and MapQuest. Com aim to achieve long-term growth and create a more formidable presence in the market.

The Arizona Agreement and Plan of Merger is a legal document that outlines the details of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement serves as a roadmap for combining these entities and specifies the terms and conditions under which the merger will take place. Key Terms: 1. Merger Parties: The Arizona Agreement and Plan of Merger involves three major entities: America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest. Com, Inc. These parties join forces to streamline their operations and enhance their combined market position. 2. Merger Structure: This agreement provides a blueprint for the merger process and defines the structure of the merged entity. It outlines the legal procedures, regulatory compliance, and financial aspects required for the successful completion of the merger. 3. Purpose of Merger: The primary objective of this merger is to create synergies between the merging entities to increase market share, improve competitiveness, and enhance overall profitability. By pooling their resources, expertise, and customer base, AOL, ME Acquisition, and MapQuest. Com aim to maximize their potential for growth and innovation. 4. Consideration: The Arizona Agreement and Plan of Merger specifies the consideration to be provided to the shareholders of MapQuest. Com as a result of the merger. This consideration may include cash, stocks, or a combination of both, as determined by the parties involved. 5. Terms and Conditions: This agreement outlines various terms and conditions that govern the merger process. These include the effective date of the merger, the treatment of outstanding stock options and equity interests, restrictions on transferability of shares, and the allocation of assets and liabilities among the merging entities. Types of Arizona Agreement and Plan of Merger: 1. Cash Merger: In a cash merger, the consideration offered to MapQuest. Com shareholders consists solely of cash, as determined by AOL and ME Acquisition. This type of merger is often chosen when the merging entities aim to acquire MapQuest. Com's assets without issuing additional shares or diluting existing shareholders' ownership. 2. Stock Merger: In a stock merger, the consideration provided to MapQuest. Com shareholders includes shares of the surviving entity (be it AOL or ME Acquisition or a newly formed company) in exchange for their MapQuest. Com shares. This type of merger allows the merging entities to combine their equity interests and expand their shareholder base. 3. Mixed Merger: A mixed merger combines both cash and stock components as consideration for MapQuest. Com shareholders. This option provides flexibility to AOL and ME Acquisition in determining the ratio of cash to stock payment, based on various factors such as financial conditions, stock market performance, and strategic considerations. In conclusion, the Arizona Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. represents a strategic move toward consolidation and collaboration in the online industry. By leveraging their respective strengths, AOL, ME Acquisition, and MapQuest. Com aim to achieve long-term growth and create a more formidable presence in the market.

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Arizona Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.