Maine 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 Maine Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. It provides a comprehensive understanding of the transaction and the agreement reached between the companies involved. This document plays a crucial role in the consolidation of businesses and the integration of their operations. The primary purpose of the Maine Agreement and Plan of Merger is to establish a framework for the merger process, including the roles and responsibilities of each party, the valuation of the companies, and the exchange of stock or cash as consideration. It also covers the treatment of outstanding shares, potential adjustments, and any special conditions that may apply. Key provisions in the Maine Agreement and Plan of Merger may include: 1. Parties: Clearly identifying the merging entities, including America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., as well as any subsidiaries or affiliated companies involved in the transaction. 2. Consideration: Specifying the method and amount of consideration to be paid to the shareholders of MapQuest. Com, Inc. This can involve cash, stocks, or a combination of both, and typically represents the value assigned to each share of the company being acquired. 3. Terms and Conditions: Defining the terms and conditions of the merger, such as the effective date, closing mechanism, and any regulatory or shareholder approvals required. It may also outline any termination rights or penalties for breaching the agreement. 4. Representations and Warranties: Including statements by each party regarding the accuracy of the information provided, as well as disclosures about any potential liabilities, legal issues, or financial risks associated with the merging companies. 5. Confidentiality and Non-Disclosure: Addressing the confidential nature of any proprietary information exchanged during the merger process and setting guidelines for its protection. 6. Post-Merger Operations: Detailing the integration of operations, potential reorganization of management, and any plans for consolidating resources, including workforce, facilities, or technologies. It is worth noting that there may be different types of Maine Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., depending on specific circumstances or transaction structures. These variations could include Reverse Merger, Cash Merger, Stock-for-Stock Merger, or Asset Merger, among others. Each type of merger agreement has its own unique implications and legal considerations. In conclusion, the Maine Agreement and Plan of Merger is a crucial document in outlining the terms and procedures of a merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. It ensures all parties are aware of their rights, obligations, and the overall structure of the merger, ultimately facilitating a successful consolidation of their businesses.

Maine Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. It provides a comprehensive understanding of the transaction and the agreement reached between the companies involved. This document plays a crucial role in the consolidation of businesses and the integration of their operations. The primary purpose of the Maine Agreement and Plan of Merger is to establish a framework for the merger process, including the roles and responsibilities of each party, the valuation of the companies, and the exchange of stock or cash as consideration. It also covers the treatment of outstanding shares, potential adjustments, and any special conditions that may apply. Key provisions in the Maine Agreement and Plan of Merger may include: 1. Parties: Clearly identifying the merging entities, including America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., as well as any subsidiaries or affiliated companies involved in the transaction. 2. Consideration: Specifying the method and amount of consideration to be paid to the shareholders of MapQuest. Com, Inc. This can involve cash, stocks, or a combination of both, and typically represents the value assigned to each share of the company being acquired. 3. Terms and Conditions: Defining the terms and conditions of the merger, such as the effective date, closing mechanism, and any regulatory or shareholder approvals required. It may also outline any termination rights or penalties for breaching the agreement. 4. Representations and Warranties: Including statements by each party regarding the accuracy of the information provided, as well as disclosures about any potential liabilities, legal issues, or financial risks associated with the merging companies. 5. Confidentiality and Non-Disclosure: Addressing the confidential nature of any proprietary information exchanged during the merger process and setting guidelines for its protection. 6. Post-Merger Operations: Detailing the integration of operations, potential reorganization of management, and any plans for consolidating resources, including workforce, facilities, or technologies. It is worth noting that there may be different types of Maine Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., depending on specific circumstances or transaction structures. These variations could include Reverse Merger, Cash Merger, Stock-for-Stock Merger, or Asset Merger, among others. Each type of merger agreement has its own unique implications and legal considerations. In conclusion, the Maine Agreement and Plan of Merger is a crucial document in outlining the terms and procedures of a merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. It ensures all parties are aware of their rights, obligations, and the overall structure of the merger, ultimately facilitating a successful consolidation of their businesses.