District of Columbia Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1384JF
• Format: Word; Rich Text

Description

12-1384JF 12-1384JF . . . Agreement of Merger for (a) merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986 The District of Columbia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. refers to a legal document that outlines the terms and conditions of the merger between CP National Corp., All tel Corp., and All tel California, Inc. within the District of Columbia jurisdiction. Keywords: District of Columbia, Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., merger, terms and conditions. This agreement of merger signifies the consolidation of CP National Corp., All tel Corp., and All tel California, Inc. into a single entity. It aims to formalize the process and ensure legal compliance in the jurisdiction of the District of Columbia. The District of Columbia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. may encompass various types or aspects, such as: 1. Agreement Outline: This section details the purpose and objectives of the merger, highlighting the shared vision of CP National Corp., All tel Corp., and All tel California, Inc. It may also include a brief background of each company and the rationale behind their decision to merge. 2. Terms and Conditions: This segment outlines the specific terms and conditions of the merger, including the legal, financial, and organizational aspects. It covers various details, such as the effective date of the merger, the exchange of shares or assets between the merging entities, and the allocation of responsibilities and liabilities. 3. Governance and Management: This part defines the governance structure of the merged entity, including board composition, executive appointments, decision-making processes, and other crucial aspects that ensure efficient management and operations. 4. Assets and Liabilities: This section details the treatment of assets, liabilities, and obligations of the merging entities during and after the merger. It specifies the transfer or assumption of contractual agreements, unresolved disputes, pending litigation, or any outstanding financial obligations. 5. Employees and Workforce: This element focuses on the treatment of employees and workforce affected by the merger. It addresses job security, employee benefits, compensation adjustments, potential layoffs, and other employment-related matters, ensuring a smooth transition for the human resources aspect of the companies involved. 6. Regulatory Approvals: This component highlights the requirement of obtaining necessary regulatory approvals from relevant governmental bodies or agencies within the jurisdiction of the District of Columbia. It ensures compliance with any antitrust, competition, or other regulatory frameworks governing mergers and acquisitions. 7. Dispute Resolution and Governing Law: This part establishes the mechanism for dispute resolution, incorporating provisions for mediation, arbitration, or litigation, if necessary. It also outlines the governing laws that will apply in case of any legal conflicts or interpretation issues arising from the agreement. It is important to note that the aforementioned types or aspects are general categories usually found in merger agreements, and the actual specifics may vary depending on the circumstances and intentions of the involved parties.

The District of Columbia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. refers to a legal document that outlines the terms and conditions of the merger between CP National Corp., All tel Corp., and All tel California, Inc. within the District of Columbia jurisdiction. Keywords: District of Columbia, Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., merger, terms and conditions. This agreement of merger signifies the consolidation of CP National Corp., All tel Corp., and All tel California, Inc. into a single entity. It aims to formalize the process and ensure legal compliance in the jurisdiction of the District of Columbia. The District of Columbia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. may encompass various types or aspects, such as: 1. Agreement Outline: This section details the purpose and objectives of the merger, highlighting the shared vision of CP National Corp., All tel Corp., and All tel California, Inc. It may also include a brief background of each company and the rationale behind their decision to merge. 2. Terms and Conditions: This segment outlines the specific terms and conditions of the merger, including the legal, financial, and organizational aspects. It covers various details, such as the effective date of the merger, the exchange of shares or assets between the merging entities, and the allocation of responsibilities and liabilities. 3. Governance and Management: This part defines the governance structure of the merged entity, including board composition, executive appointments, decision-making processes, and other crucial aspects that ensure efficient management and operations. 4. Assets and Liabilities: This section details the treatment of assets, liabilities, and obligations of the merging entities during and after the merger. It specifies the transfer or assumption of contractual agreements, unresolved disputes, pending litigation, or any outstanding financial obligations. 5. Employees and Workforce: This element focuses on the treatment of employees and workforce affected by the merger. It addresses job security, employee benefits, compensation adjustments, potential layoffs, and other employment-related matters, ensuring a smooth transition for the human resources aspect of the companies involved. 6. Regulatory Approvals: This component highlights the requirement of obtaining necessary regulatory approvals from relevant governmental bodies or agencies within the jurisdiction of the District of Columbia. It ensures compliance with any antitrust, competition, or other regulatory frameworks governing mergers and acquisitions. 7. Dispute Resolution and Governing Law: This part establishes the mechanism for dispute resolution, incorporating provisions for mediation, arbitration, or litigation, if necessary. It also outlines the governing laws that will apply in case of any legal conflicts or interpretation issues arising from the agreement. It is important to note that the aforementioned types or aspects are general categories usually found in merger agreements, and the actual specifics may vary depending on the circumstances and intentions of the involved parties.