Kentucky Plan of Merger between Stamps.Com, Inc., Rocket Acquisition Corp. and Iship.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9194
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between Stamps.Com, Inc., Rocket Acqusition Corporation and Iship.Com, Inc. dated October 22, 1999. 49 pages The Kentucky Plan of Merger between Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. is an essential document that outlines the terms and procedures involved in merging these companies. It is crucial for investors, shareholders, and legal representatives to understand the intricacies of the merger process and their implications. Here is a detailed description of the Kentucky Plan of Merger, highlighting its various types: 1. Statutory Merger: The Kentucky Plan of Merger may involve a statutory merger where Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. combine their assets, liabilities, and operations to form a single entity. This merger type typically requires approval from the respective company's board of directors, shareholders, and regulatory authorities. 2. Subsidiary Merger: Another type of Kentucky Plan of Merger could be a subsidiary merger, wherein Rocket Acquisition Corp. (the acquiring company) forms a new subsidiary and merges iShip.com, Inc. into this subsidiary. The assets and operations of iShip.com, Inc. become part of the newly formed subsidiary, preserving its separate legal existence but now operating under the control of Rocket Acquisition Corp. 3. Consolidation: A consolidation is another potential type of Kentucky Plan of Merger. In this scenario, Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. come together to form an entirely new entity with pooled resources, assets, and liabilities. All three companies cease to exist individually, and instead, operate under the newly created consolidated entity. The Kentucky Plan of Merger typically includes several key components: 1. Recitals: The document usually starts with an introductory section highlighting the intent and purpose of the merger. It provides a brief overview of the companies involved, their respective businesses, and the reasoning behind the decision to merge. 2. Definitions: To avoid ambiguity, the Kentucky Plan of Merger includes a section with defined terms used throughout the document. This ensures that all parties involved have a clear understanding of the terminologies involved. 3. Terms and Conditions: The plan outlines the terms and conditions of the merger agreement, including the exchange ratios for stockholders, voting rights, and the treatment of outstanding shares. It may also cover any financial arrangements, such as cash payments, stock options, or other consideration to be given to the shareholders, as well as any debt or liabilities assumed. 4. Corporate Governance: This section provides details on the governance structure and the composition of the board of directors of the newly formed or consolidated entity. It outlines the roles, responsibilities, and decision-making procedures for the board members. 5. Approvals and Closing Conditions: The Kentucky Plan of Merger discusses the necessary approvals required to complete the merger, such as obtaining the consent of regulatory bodies, compliance with applicable laws, and any shareholder voting requirements. Additionally, it specifies the conditions that both parties must satisfy before closing the merger. 6. Miscellaneous Provisions: This section covers any additional provisions governing the merger, including confidentiality, dispute resolution mechanisms, and termination rights. In conclusion, the Kentucky Plan of Merger involving Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. is a comprehensive document that outlines the process, structure, and terms of the merger. It helps stakeholders understand the implications and requirements of the merger while providing a framework for the successful integration of resources and operations.

The Kentucky Plan of Merger between Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. is an essential document that outlines the terms and procedures involved in merging these companies. It is crucial for investors, shareholders, and legal representatives to understand the intricacies of the merger process and their implications. Here is a detailed description of the Kentucky Plan of Merger, highlighting its various types: 1. Statutory Merger: The Kentucky Plan of Merger may involve a statutory merger where Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. combine their assets, liabilities, and operations to form a single entity. This merger type typically requires approval from the respective company's board of directors, shareholders, and regulatory authorities. 2. Subsidiary Merger: Another type of Kentucky Plan of Merger could be a subsidiary merger, wherein Rocket Acquisition Corp. (the acquiring company) forms a new subsidiary and merges iShip.com, Inc. into this subsidiary. The assets and operations of iShip.com, Inc. become part of the newly formed subsidiary, preserving its separate legal existence but now operating under the control of Rocket Acquisition Corp. 3. Consolidation: A consolidation is another potential type of Kentucky Plan of Merger. In this scenario, Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. come together to form an entirely new entity with pooled resources, assets, and liabilities. All three companies cease to exist individually, and instead, operate under the newly created consolidated entity. The Kentucky Plan of Merger typically includes several key components: 1. Recitals: The document usually starts with an introductory section highlighting the intent and purpose of the merger. It provides a brief overview of the companies involved, their respective businesses, and the reasoning behind the decision to merge. 2. Definitions: To avoid ambiguity, the Kentucky Plan of Merger includes a section with defined terms used throughout the document. This ensures that all parties involved have a clear understanding of the terminologies involved. 3. Terms and Conditions: The plan outlines the terms and conditions of the merger agreement, including the exchange ratios for stockholders, voting rights, and the treatment of outstanding shares. It may also cover any financial arrangements, such as cash payments, stock options, or other consideration to be given to the shareholders, as well as any debt or liabilities assumed. 4. Corporate Governance: This section provides details on the governance structure and the composition of the board of directors of the newly formed or consolidated entity. It outlines the roles, responsibilities, and decision-making procedures for the board members. 5. Approvals and Closing Conditions: The Kentucky Plan of Merger discusses the necessary approvals required to complete the merger, such as obtaining the consent of regulatory bodies, compliance with applicable laws, and any shareholder voting requirements. Additionally, it specifies the conditions that both parties must satisfy before closing the merger. 6. Miscellaneous Provisions: This section covers any additional provisions governing the merger, including confidentiality, dispute resolution mechanisms, and termination rights. In conclusion, the Kentucky Plan of Merger involving Stamps.com, Inc., Rocket Acquisition Corp., and iShip.com, Inc. is a comprehensive document that outlines the process, structure, and terms of the merger. It helps stakeholders understand the implications and requirements of the merger while providing a framework for the successful integration of resources and operations.