California Plan of Merger between Stamps.Com, Inc., Rocket Acquisition Corp. and Iship.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9194
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between Stamps.Com, Inc., Rocket Acqusition Corporation and Iship.Com, Inc. dated October 22, 1999. 49 pages California Plan of Merger between Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc. A California Plan of Merger is a legal agreement that outlines the details and terms of a merger between two or more companies. In this case, the merger is between Stamps. Com, Inc., a leading provider of online postage and shipping solutions, Rocket Acquisition Corp., a subsidiary of Rocket Companies, and Ship. Com, Inc., an e-commerce shipping and logistics company. There are several types of California Plan of Merger that may be applicable to this merger: 1. Statutory Merger: This is the most common type of merger, where one company (the surviving corporation) absorbs the other company (the merging corporation). In this case, Stamps. Com, Inc. may be the surviving corporation, while Ship. Com, Inc. is the merging corporation. 2. Reverse Merger: This type of merger involves the smaller company (Ship. Com, Inc.) acquiring the larger company (Stamps. Com, Inc.). It allows the smaller company to gain control of the larger company and potentially access the stock exchange. However, reverse mergers are less common and often come with unique regulatory and legal considerations. 3. Triangular Merger: A triangular merger involves the creation of a new entity that acquires both Stamps. Com, Inc. and Ship. Com, Inc. Rocket Acquisition Corp. may act as the intermediary entity, facilitating the merger between the two companies. The California Plan of Merger will typically include the following essential elements: 1. Parties Involved: The plan will specify the merging companies (Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc.) and their respective roles in the merger. 2. Terms and Conditions: The agreement will outline the terms and conditions of the merger, such as the exchange ratio of shares, the consideration to be paid to the shareholders of the merging corporation, and any potential adjustments or conditions. 3. Governance and Management: The plan may address how the governance and management structure will change after the merger, including the composition of the board of directors and any changes in executive positions. 4. Assets and Liabilities: It is essential to identify, allocate, and transfer the assets and liabilities of both companies before and after the merger. This includes intellectual property rights, contracts, licenses, real estate, and financial obligations. 5. Regulatory Approvals: The plan will include a provision outlining the necessary regulatory approvals and compliance with California state laws regarding mergers, such as obtaining approval from the California Secretary of State or other competent authorities. 6. Timeline and Closing Conditions: The plan will define the timeline for executing the merger and any closing conditions, including the approval of the merger agreement by the shareholders of each company. 7. Confidentiality and Non-Disclosure: To protect sensitive information, confidentiality and non-disclosure clauses may be included to safeguard trade secrets, client lists, and other proprietary data. It is crucial to note that the California Plan of Merger should be drafted with the assistance of legal professionals experienced in California corporate laws and regulations. Additionally, specific details of the merger between Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc. can be obtained through publicly available documents and statements.

California Plan of Merger between Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc. A California Plan of Merger is a legal agreement that outlines the details and terms of a merger between two or more companies. In this case, the merger is between Stamps. Com, Inc., a leading provider of online postage and shipping solutions, Rocket Acquisition Corp., a subsidiary of Rocket Companies, and Ship. Com, Inc., an e-commerce shipping and logistics company. There are several types of California Plan of Merger that may be applicable to this merger: 1. Statutory Merger: This is the most common type of merger, where one company (the surviving corporation) absorbs the other company (the merging corporation). In this case, Stamps. Com, Inc. may be the surviving corporation, while Ship. Com, Inc. is the merging corporation. 2. Reverse Merger: This type of merger involves the smaller company (Ship. Com, Inc.) acquiring the larger company (Stamps. Com, Inc.). It allows the smaller company to gain control of the larger company and potentially access the stock exchange. However, reverse mergers are less common and often come with unique regulatory and legal considerations. 3. Triangular Merger: A triangular merger involves the creation of a new entity that acquires both Stamps. Com, Inc. and Ship. Com, Inc. Rocket Acquisition Corp. may act as the intermediary entity, facilitating the merger between the two companies. The California Plan of Merger will typically include the following essential elements: 1. Parties Involved: The plan will specify the merging companies (Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc.) and their respective roles in the merger. 2. Terms and Conditions: The agreement will outline the terms and conditions of the merger, such as the exchange ratio of shares, the consideration to be paid to the shareholders of the merging corporation, and any potential adjustments or conditions. 3. Governance and Management: The plan may address how the governance and management structure will change after the merger, including the composition of the board of directors and any changes in executive positions. 4. Assets and Liabilities: It is essential to identify, allocate, and transfer the assets and liabilities of both companies before and after the merger. This includes intellectual property rights, contracts, licenses, real estate, and financial obligations. 5. Regulatory Approvals: The plan will include a provision outlining the necessary regulatory approvals and compliance with California state laws regarding mergers, such as obtaining approval from the California Secretary of State or other competent authorities. 6. Timeline and Closing Conditions: The plan will define the timeline for executing the merger and any closing conditions, including the approval of the merger agreement by the shareholders of each company. 7. Confidentiality and Non-Disclosure: To protect sensitive information, confidentiality and non-disclosure clauses may be included to safeguard trade secrets, client lists, and other proprietary data. It is crucial to note that the California Plan of Merger should be drafted with the assistance of legal professionals experienced in California corporate laws and regulations. Additionally, specific details of the merger between Stamps. Com, Inc., Rocket Acquisition Corp., and Ship. Com, Inc. can be obtained through publicly available documents and statements.