The Michigan Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a legal document that outlines the terms and conditions of the merger between these three entities. This merger aims to combine their resources, expertise, and customer bases to create a more robust and competitive entity in the online mapping and navigation industry. The agreement consists of several key components, including the following: 1. Parties Involved: The Michigan Agreement and Plan of Merger involves three notable entities — America Online, Inc., a leading online service provider; ME Acquisition, Inc., a subsidiary or affiliate of America Online, Inc. formed for the purpose of this merger; and MapQuest. Com, Inc., a prominent online mapping and navigation platform. 2. Purpose: The primary objective of this merger is to leverage the strengths and capabilities of each company involved to enhance their market position, expand their product offerings, and capitalize on synergies for increased shareholder value. 3. Terms and Conditions: The agreement outlines the specific terms and conditions under which the merger will take place. This includes the exchange ratio of shares, the treatment of outstanding equity interests, and the transfer of assets, liabilities, and obligations. It also covers any potential changes to the management structure, board composition, and overall governance of the newly formed entity. 4. Merger Consideration: This section specifies the details of the consideration to be paid to the shareholders of MapQuest. Com, Inc. in exchange for their shares. It may include a combination of cash, newly issued shares of common stock, or other securities. 5. Shareholder Approval: The agreement highlights the importance of obtaining the necessary approvals from the shareholders of all participating companies. It outlines the voting requirements and procedures for the approval of the merger, as well as any applicable termination rights. 6. Regulatory Approvals: In mergers of this nature, regulatory approvals from relevant authorities may be required. The agreement acknowledges the need for obtaining all required consents, permits, and approvals to ensure compliance with applicable laws, regulations, and guidelines. 7. Representations and Warranties: Both the buyer (America Online, Inc. and ME Acquisition, Inc.) and the target company (MapQuest. Com, Inc.) make certain representations and warranties to each other. These statements assure that the provided information is accurate and complete, covering aspects such as corporate structure, financials, legal compliance, and ownership of intellectual property. 8. Termination Rights: The agreement includes provisions for termination under specific circumstances, such as failure to obtain shareholder or regulatory approvals, breach of representations or warranties, or a significant adverse change in the business or financial condition of the parties involved. Different types or variations of the Michigan Agreement and Plan of Merger may exist, depending on specific circumstances. For example, there could be agreements tailored for cash-only mergers, stock-for-stock mergers, or a combination of cash and stock mergers. Each type may have its unique terms and considerations, which are outlined in the respective agreements.
Michigan Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.
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