District of Columbia Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1502
• Format: Word; Rich Text

Description

12-1502 12-1502 . . . Agreement of Merger for conversion of two corporations into wholly owned subsidiaries of new corporation ("Holding Company") by merger of one of such corporations with subsidiary of Holding Company and merger of other corporation with different subsidiary of Holding Company . Under Agreement of Merger (a) each 10 shares of common stock of first corporation will be converted into right to receive one share of Holding Company Class A Common Stock ("Class A"), (b) each 1.85 shares of Class A Common Stock of second corporation will be converted into right to receive one share of Holding Company Class A Common Stock, (c) each 1.85 shares of Class B Common Stock of second corporation will be converted into right to receive one share of Holding Company Class B Common Stock and (d) each 1.85 warrants of second corporation will be converted into right to receive one warrant of Holding Company The District of Columbia Agreement of Merger is a legally binding document that outlines the merger process between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This agreement serves as a crucial step in uniting these companies and consolidating their resources and operations. The purpose of this merger is to enhance the capabilities and market position of all involved parties. By combining their expertise and assets, these companies aim to create a stronger and more competitive entity in the oil and gas industry. Key Terms and Provisions: 1. Parties Involved: The agreement involves VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. All parties are legally bound by the terms outlined in this agreement. 2. Merger Structure: The agreement outlines the specifics of the merger, including the legal and financial aspects. It defines how the companies will integrate their operations and assets, ensuring a seamless transition and effective utilization of resources. 3. Transfer of Assets and Liabilities: The agreement details the transfer of assets and liabilities between the merging entities. This includes intellectual property, equipment, contracts, and any outstanding debt or obligations. 4. Shareholder Rights: The agreement ensures that the rights and interests of the shareholders of each company are protected. It outlines how the shares of the merged entity will be allocated among the existing shareholders. 5. Governance and Management: The agreement addresses the structure of the new entity's governance and management. It specifies the composition of the board of directors, executive roles, and the decision-making process. 6. Regulatory Approvals: The agreement highlights the necessary regulatory approvals required for the merger, such as antitrust clearance and compliance with District of Columbia laws. 7. Confidentiality and Non-Disclosure: The agreement includes provisions to maintain the confidentiality of sensitive information shared during the merger process. It prohibits the disclosure of proprietary data to third parties without prior consent. Types of District of Columbia Agreement of Merger: 1. District of Columbia Agreement of Merger — VP Oil, Inc., and VP Acquisition Corp.: This type of merger involves the consolidation of VP Oil, Inc. and VP Acquisition Corp., two related entities within the oil and gas industry. 2. District of Columbia Agreement of Merger — Big Piney Oil and Gas Co., and Big Piney Acquisition Corp.: This merger involves Big Piney Oil and Gas Co. and Big Piney Acquisition Corp., two companies operating in the oil and gas sector. 3. District of Columbia Agreement of Merger — National Energy Group, Inc.: In this instance, National Energy Group, Inc. merges with the other companies, providing its expertise and resources to facilitate a comprehensive integration. It is important to note that the details provided in this content are purely fictional and for illustrative purposes only.

The District of Columbia Agreement of Merger is a legally binding document that outlines the merger process between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This agreement serves as a crucial step in uniting these companies and consolidating their resources and operations. The purpose of this merger is to enhance the capabilities and market position of all involved parties. By combining their expertise and assets, these companies aim to create a stronger and more competitive entity in the oil and gas industry. Key Terms and Provisions: 1. Parties Involved: The agreement involves VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. All parties are legally bound by the terms outlined in this agreement. 2. Merger Structure: The agreement outlines the specifics of the merger, including the legal and financial aspects. It defines how the companies will integrate their operations and assets, ensuring a seamless transition and effective utilization of resources. 3. Transfer of Assets and Liabilities: The agreement details the transfer of assets and liabilities between the merging entities. This includes intellectual property, equipment, contracts, and any outstanding debt or obligations. 4. Shareholder Rights: The agreement ensures that the rights and interests of the shareholders of each company are protected. It outlines how the shares of the merged entity will be allocated among the existing shareholders. 5. Governance and Management: The agreement addresses the structure of the new entity's governance and management. It specifies the composition of the board of directors, executive roles, and the decision-making process. 6. Regulatory Approvals: The agreement highlights the necessary regulatory approvals required for the merger, such as antitrust clearance and compliance with District of Columbia laws. 7. Confidentiality and Non-Disclosure: The agreement includes provisions to maintain the confidentiality of sensitive information shared during the merger process. It prohibits the disclosure of proprietary data to third parties without prior consent. Types of District of Columbia Agreement of Merger: 1. District of Columbia Agreement of Merger — VP Oil, Inc., and VP Acquisition Corp.: This type of merger involves the consolidation of VP Oil, Inc. and VP Acquisition Corp., two related entities within the oil and gas industry. 2. District of Columbia Agreement of Merger — Big Piney Oil and Gas Co., and Big Piney Acquisition Corp.: This merger involves Big Piney Oil and Gas Co. and Big Piney Acquisition Corp., two companies operating in the oil and gas sector. 3. District of Columbia Agreement of Merger — National Energy Group, Inc.: In this instance, National Energy Group, Inc. merges with the other companies, providing its expertise and resources to facilitate a comprehensive integration. It is important to note that the details provided in this content are purely fictional and for illustrative purposes only.