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

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9050
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 59 pages

Connecticut Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., is a legally binding document that outlines the terms and conditions of a merger between these companies. This agreement governs the process and procedures for merging their operations, assets, and resources into a single entity. The Connecticut Agreement and Plan of Merger is designed to ensure a smooth transition and integration of the entities involved. It covers various aspects of the merger, including financial considerations, governance structure, organizational changes, and legal obligations. This agreement helps establish the framework for combining the strengths and capabilities of each company, aiming to create synergies and maximize value for shareholders. Key provisions of a typical Connecticut Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., may include: 1. Merger Transaction: The agreement provides a detailed description of the merger transaction between the parties involved, including the exchange ratio of shares, purchase price, and any cash or stock considerations. 2. Representations and Warranties: Both parties make specific representations and warranties regarding their corporate status, authority, financial statements, and ownership of assets and intellectual property. This ensures that the information provided is accurate and reliable. 3. Conditions Precedent: The agreement may include provisions specifying certain conditions that must be fulfilled before the merger can proceed. These conditions can involve regulatory approvals, consents from third parties, or satisfactory due diligence investigations. 4. Covenants and Agreements: The agreement contains covenants and agreements that outline the responsibilities of each party during the merger process. This can include obligations to cooperate, provide information, maintain confidentiality, and restrict certain activities until the merger is complete. 5. Governance and Directors: The agreement may establish the composition of the new entity's board of directors, including the representation of each merging company. It may also outline the decision-making structure and voting requirements for major corporate actions. 6. Employee Matters: This section addresses the treatment of employees during and after the merger. It covers issues such as retention, severance packages, and integration of employee benefit plans. 7. Indemnification and Limitation of Liability: The agreement typically contains provisions detailing the allocation of liability between the parties for pre-merger obligations, potential breaches, and post-merger claims. The specific terms and conditions of a Connecticut Agreement and Plan of Merger may vary depending on the unique circumstances of each transaction. It is strongly advised to consult legal professionals familiar with relevant corporate law to ensure compliance with Connecticut state regulations and to tailor the agreement to meet the specific needs of the merging parties. Different types of Connecticut Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., may exist depending on the specific corporate structure, assets, and objectives of the merging entities. These variations could arise due to factors such as the size of the merger, industry regulations, financial considerations, or strategic objectives. Each type of agreement may have its own unique provisions and considerations suited to the circumstances of the merger.