The Delaware Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This type of agreement is crucial in ensuring a smooth and lawful consolidation of companies. The Delaware Agreement includes provisions related to the acquisition of MapQuest. Com, Inc. by America Online, Inc., facilitated through ME Acquisition, Inc. Key details covered in the agreement may encompass the purchase price, payment terms, and allocation of assets and liabilities. Additionally, it defines the rights and obligations of each party involved. A few variations of the Delaware Agreement and Plan of Merger could be: 1. Asset Merger Agreement: This type of agreement focuses on the merger of specific assets between the parties involved, rather than the entire companies. The agreement may outline the transfer of intellectual property rights, real estate holdings, and other tangible or intangible assets. 2. Stock Merger Agreement: In this case, the merger agreement centers around the exchange of stocks between the merging companies. The document outlines the conversion ratio and terms of the stock swap, ensuring fair treatment of shareholders and protecting their interests. 3. Horizontal Merger Agreement: A horizontal merger agreement occurs when two or more companies operating in the same industry or producing similar products merge together. The Delaware Agreement defines how the merging companies will harmonize their operations, streamline processes, and manage any potential competition concerns. 4. Vertical Merger Agreement: In a vertical merger agreement, a company merges with another in a different stage of the supply chain. For instance, if America Online, Inc. operates in the online services sector and MapQuest. Com, Inc. is focused on mapping and navigation technology, a vertical merger would allow for an integration of their respective services or technologies. The agreement details how the companies will coordinate their operations, leverage synergies, and enhance overall efficiencies. It's important to note that the specific types of Delaware Agreement and Plan of Merger can vary depending on the companies involved and the nature of the merger. Hence, the examples mentioned here may not encompass all possibilities but serve as general illustrations.
Delaware Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.
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Short-form merger The short form is a type of ?friendly? merger that can be used to combine two LLCs in Delaware. The state of Delaware also approved the consolidation of a Delaware non-corporate entity as the parent and a subsidiary in which the parent accounts for a minimum of 90% outstanding shares per stock class.
A Delaware LLC merger happens when business agreements combine multiple entities into one sole entity. The LLC series isn't considered a separate entity ing to Delaware state laws.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
Also known as a medium-form merger or a Section 251(h) merger, an intermediate-form merger is a special type of merger permitted by Section 251(h) of the Delaware General Corporation Law (DGCL) for acquisitions of target companies that are Delaware public corporations that allows a buyer in a tender offer to complete a ...
step merger that requires stockholder approval to complete the backend merger following the consummation of the firststep tender offer. In a longform merger, the merger's outcome is certain because the buyer owns enough shares to approve the merger following the closing of the tender offer.
Also known as a parent-subsidiary merger, a short-form merger is a merger between a parent company and its substantially (but not necessarily wholly) owned subsidiary, with either the parent company or the subsidiary surviving the merger.