District of Columbia Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.

• Category: Corporations - Public - Stock
• State: Multi-State
• Control #: US-EG-9439
• Format: Word; Rich Text

Description

Stock Tender Agreement between EMC Corporation, Eagle Merger Corporation, Computer Concepts Corporation, James Cannavino, Dennis Murray and Charles Feld regarding the purchase of all issued and outstanding shares of common stock in regard to entering a District of Columbia Stock Tender Agreement is a legally binding contract that outlines the terms and conditions for the tender offer made by EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other parties (referred to as "Offers") to acquire the outstanding shares of a target company (referred to as "Target") in the District of Columbia. This agreement governs the process and procedures of the tender offer, ensuring compliance with relevant laws and regulations of the District of Columbia jurisdiction. It provides a detailed framework for the Offers to acquire the Target's shares through a voluntary exchange, allowing shareholders to tender their shares for a specified purchase price and on certain conditions. The District of Columbia Stock Tender Agreement typically consists of the following key elements: 1. Offer Terms: The agreement outlines the terms and conditions of the tender offer, including the purchase price per share, the number of shares to be acquired, the expiration date of the offer, and any conditions or contingencies tied to the offer. 2. Rights and Obligations: It delineates the rights and obligations of the Offers and the Target. This includes the Offers' obligation to provide accurate and complete information to the Target's shareholders and the Target's obligation to provide access to relevant documents and information for the due diligence process. 3. Shareholder Acceptance: The agreement specifies the procedures for shareholders to accept the tender offer, including the submission of acceptance forms, withdrawal rights, and any restrictions on transferring shares during the offer period. 4. Compliance and Approval: It ensures compliance with federal and District of Columbia securities laws and regulations. It may require regulatory approvals if the tender offer exceeds certain thresholds or triggers other legal requirements. 5. Confidentiality: The agreement typically includes provisions to maintain the confidentiality of non-public information exchanged during the tender offer process. 6. Termination: It outlines the circumstances under which the tender offer may be terminated, such as failure to meet regulatory approvals, breach of agreement terms, or if the Offers and the Target mutually agree to terminate the agreement. Different types of District of Columbia Stock Tender Agreements between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al., may include variations in terms, conditions, and procedural requirements tailored to the specific circumstances of each offer. These agreements could be categorized based on factors like target industry, acquisition structure (asset purchase or stock purchase), hostile or friendly nature of the offer, or any specific provisions included to address unique considerations of the parties involved. Note: The specific terms and conditions of any District of Columbia Stock Tender Agreement may vary based on the individual agreement and are subject to legal review and revisions. It is advisable to consult professional legal counsel for guidance when drafting or reviewing such agreements.

District of Columbia Stock Tender Agreement is a legally binding contract that outlines the terms and conditions for the tender offer made by EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other parties (referred to as "Offers") to acquire the outstanding shares of a target company (referred to as "Target") in the District of Columbia. This agreement governs the process and procedures of the tender offer, ensuring compliance with relevant laws and regulations of the District of Columbia jurisdiction. It provides a detailed framework for the Offers to acquire the Target's shares through a voluntary exchange, allowing shareholders to tender their shares for a specified purchase price and on certain conditions. The District of Columbia Stock Tender Agreement typically consists of the following key elements: 1. Offer Terms: The agreement outlines the terms and conditions of the tender offer, including the purchase price per share, the number of shares to be acquired, the expiration date of the offer, and any conditions or contingencies tied to the offer. 2. Rights and Obligations: It delineates the rights and obligations of the Offers and the Target. This includes the Offers' obligation to provide accurate and complete information to the Target's shareholders and the Target's obligation to provide access to relevant documents and information for the due diligence process. 3. Shareholder Acceptance: The agreement specifies the procedures for shareholders to accept the tender offer, including the submission of acceptance forms, withdrawal rights, and any restrictions on transferring shares during the offer period. 4. Compliance and Approval: It ensures compliance with federal and District of Columbia securities laws and regulations. It may require regulatory approvals if the tender offer exceeds certain thresholds or triggers other legal requirements. 5. Confidentiality: The agreement typically includes provisions to maintain the confidentiality of non-public information exchanged during the tender offer process. 6. Termination: It outlines the circumstances under which the tender offer may be terminated, such as failure to meet regulatory approvals, breach of agreement terms, or if the Offers and the Target mutually agree to terminate the agreement. Different types of District of Columbia Stock Tender Agreements between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al., may include variations in terms, conditions, and procedural requirements tailored to the specific circumstances of each offer. These agreements could be categorized based on factors like target industry, acquisition structure (asset purchase or stock purchase), hostile or friendly nature of the offer, or any specific provisions included to address unique considerations of the parties involved. Note: The specific terms and conditions of any District of Columbia Stock Tender Agreement may vary based on the individual agreement and are subject to legal review and revisions. It is advisable to consult professional legal counsel for guidance when drafting or reviewing such agreements.