12-1357H 12-1357H . . . Agreement and Plan of Merger for merger of corporation into corporation that owns 74% of its common stock ("Parent") and conversion of all outstanding shares of common stock of Parent into shares of common stock of Subsidiary ("Surviving Company") on a share-for-share basis
Illinois Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
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Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: Confidentiality Agreements. Letters of Intent. Exclusivity Agreements. Disclosure Schedules. HSR Filings. Third Party Consents. Legal Opinions. Stock Certificates.
Questions to Ask During a Merger or Acquisition Company. ? What is the timeframe for change? When can customers expect to see changes to the company or products? ... People. ? What will happen to the current leadership team? ... Products. ? Are there any plans to sunset the brand of one of the companies?
The Company and each of its subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate ...
Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs.
An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).
Conversions are a single entity transaction, unlike mergers, which involve at least two entities. The entity which wants to change is called the old or converting entity. The new entity is called the converted or resulting entity.