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Michigan Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

State:
Multi-State
Control #:
US-CC-12-1047
Format:
Word; 
Rich Text
Instant download

Description

12-1047 12-1047 . . . Agreement and Plan of Merger for merger of corporation with wholly-owned subsidiary of unrelated company (Surviving Company) and conversion of each share of Disappearing Company common stock into right to receive that number of American Depositary Shares (ADS), each of which represents four Preferred Limited Voting Ordinary Shares of Surviving Company, equal to quotient of (a) $20.50 divided by (b) average of daily closing prices of Preferred ADS on New York Stock Exchange Composite Tape on the twenty consecutive trading days ending on day which is five business days prior to date of Special Stockholders Meeting The Michigan Agreement and Plan of Merger, also known as the Merger Agreement, is a legal document that outlines the terms and conditions of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is specific to mergers taking place in the state of Michigan. The purpose of the agreement is to provide a detailed framework for the consolidation of the companies involved, addressing important aspects such as the structure of the merger, the exchange of shares, the governance of the newly formed entity, and any regulatory requirements. There are different types of Michigan Agreement and Plan of Merger, depending on the specific circumstances and objectives of the merging parties. Some of these variations may include: 1. Statutory Merger Agreement: This type of agreement is governed by the Michigan Business Corporation Act (MBC) and involves merging two or more entities into a single surviving corporation. The agreement outlines the terms of the merger, including the conversion of shares, allocation of assets and liabilities, and other key provisions. 2. Short-Form Merger Agreement: This agreement is applicable when one corporation (the parent) already owns a certain percentage of the outstanding shares of another corporation (the subsidiary). The parent company can merge the subsidiary into itself without the need for shareholder approval. 3. Special Merger Agreement: In some cases, the merging parties may have specific terms and conditions unique to their situation. A special merger agreement is tailored to address these specific circumstances and to ensure that both parties' interests are protected. The Michigan Agreement and Plan of Merger is a comprehensive legal document that requires meticulous attention to detail and should be drafted with the assistance of legal professionals to safeguard the rights and obligations of all parties involved.

The Michigan Agreement and Plan of Merger, also known as the Merger Agreement, is a legal document that outlines the terms and conditions of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is specific to mergers taking place in the state of Michigan. The purpose of the agreement is to provide a detailed framework for the consolidation of the companies involved, addressing important aspects such as the structure of the merger, the exchange of shares, the governance of the newly formed entity, and any regulatory requirements. There are different types of Michigan Agreement and Plan of Merger, depending on the specific circumstances and objectives of the merging parties. Some of these variations may include: 1. Statutory Merger Agreement: This type of agreement is governed by the Michigan Business Corporation Act (MBC) and involves merging two or more entities into a single surviving corporation. The agreement outlines the terms of the merger, including the conversion of shares, allocation of assets and liabilities, and other key provisions. 2. Short-Form Merger Agreement: This agreement is applicable when one corporation (the parent) already owns a certain percentage of the outstanding shares of another corporation (the subsidiary). The parent company can merge the subsidiary into itself without the need for shareholder approval. 3. Special Merger Agreement: In some cases, the merging parties may have specific terms and conditions unique to their situation. A special merger agreement is tailored to address these specific circumstances and to ensure that both parties' interests are protected. The Michigan Agreement and Plan of Merger is a comprehensive legal document that requires meticulous attention to detail and should be drafted with the assistance of legal professionals to safeguard the rights and obligations of all parties involved.

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Michigan Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media