Iowa 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 The Iowa Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. refers to a legal document outlining the terms and conditions of a merger between these three entities. Here is a detailed description of the Iowa Agreement and Plan of Merger, highlighting its significance and various types that may exist. The Iowa Agreement and Plan of Merger serves as a binding contract that establishes the framework for the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement outlines the specific terms, conditions, and procedures that govern the consolidation of these companies into a single entity. The primary objective of this merger is to combine the resources, expertise, and market presence of the involved parties to achieve enhanced business synergy and growth. By pooling their strengths, America Online, ME Acquisition, and MapQuest. Com can tap into new markets, expand their customer base, and optimize their operations. The Iowa Agreement and Plan of Merger covers several key aspects, including the exchange ratio of shares, governance structure of the merged company, treatment of outstanding stock options, integration of business operations, intellectual property rights, financial arrangements, and employee matters. It also addresses the necessary approvals and regulatory requirements that need to be fulfilled before the merger can be finalized. It's important to note that multiple types of Iowa Agreements and Plans of Merger can exist, depending on the specific circumstances of the merger. Some common variations include: 1. Stock-for-Stock Merger: This type of agreement involves the exchange of shares between the merging companies on a predetermined ratio. Shareholders of America Online, ME Acquisition, and MapQuest. Com would receive shares in the merged entity proportional to their holdings. 2. Cash-and-Stock Merger: In this scenario, a combination of cash and stock is offered to the shareholders of the merging companies. It provides an option for shareholders to cash out their shares partially or fully, or to retain equity in the merged entity. 3. Triangular Merger: A triangular merger involves the creation of a new subsidiary company (ME Acquisition, Inc., for example) solely for the purpose of facilitating the merger. This subsidiary merges with the target company (MapQuest. Com, Inc.), which then becomes a subsidiary of the acquiring company (America Online, Inc.). The Iowa Agreement and Plan of Merger outline the specifics of this triangular structure and the resulting ownership arrangements. 4. Reverse Merger: In a reverse merger, the target company (MapQuest. Com, Inc.) is the acquirer, and the acquiring company (America Online, Inc.) becomes the subsidiary. This type of merger is often employed when the target company possesses a more robust financial or market standing. These various types of Iowa Agreements and Plans of Merger cater to specific merger strategies and circumstances, providing flexibility in negotiating the terms and aligning the interests of the involved parties. In conclusion, the Iowa Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legally binding contract that governs the consolidation of these companies. Its detailed provisions address crucial aspects of the merger, aiming to create a stronger, more competitive entity in the marketplace.

The Iowa Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. refers to a legal document outlining the terms and conditions of a merger between these three entities. Here is a detailed description of the Iowa Agreement and Plan of Merger, highlighting its significance and various types that may exist. The Iowa Agreement and Plan of Merger serves as a binding contract that establishes the framework for the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement outlines the specific terms, conditions, and procedures that govern the consolidation of these companies into a single entity. The primary objective of this merger is to combine the resources, expertise, and market presence of the involved parties to achieve enhanced business synergy and growth. By pooling their strengths, America Online, ME Acquisition, and MapQuest. Com can tap into new markets, expand their customer base, and optimize their operations. The Iowa Agreement and Plan of Merger covers several key aspects, including the exchange ratio of shares, governance structure of the merged company, treatment of outstanding stock options, integration of business operations, intellectual property rights, financial arrangements, and employee matters. It also addresses the necessary approvals and regulatory requirements that need to be fulfilled before the merger can be finalized. It's important to note that multiple types of Iowa Agreements and Plans of Merger can exist, depending on the specific circumstances of the merger. Some common variations include: 1. Stock-for-Stock Merger: This type of agreement involves the exchange of shares between the merging companies on a predetermined ratio. Shareholders of America Online, ME Acquisition, and MapQuest. Com would receive shares in the merged entity proportional to their holdings. 2. Cash-and-Stock Merger: In this scenario, a combination of cash and stock is offered to the shareholders of the merging companies. It provides an option for shareholders to cash out their shares partially or fully, or to retain equity in the merged entity. 3. Triangular Merger: A triangular merger involves the creation of a new subsidiary company (ME Acquisition, Inc., for example) solely for the purpose of facilitating the merger. This subsidiary merges with the target company (MapQuest. Com, Inc.), which then becomes a subsidiary of the acquiring company (America Online, Inc.). The Iowa Agreement and Plan of Merger outline the specifics of this triangular structure and the resulting ownership arrangements. 4. Reverse Merger: In a reverse merger, the target company (MapQuest. Com, Inc.) is the acquirer, and the acquiring company (America Online, Inc.) becomes the subsidiary. This type of merger is often employed when the target company possesses a more robust financial or market standing. These various types of Iowa Agreements and Plans of Merger cater to specific merger strategies and circumstances, providing flexibility in negotiating the terms and aligning the interests of the involved parties. In conclusion, the Iowa Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legally binding contract that governs the consolidation of these companies. Its detailed provisions address crucial aspects of the merger, aiming to create a stronger, more competitive entity in the marketplace.