Minnesota Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1384JF
• Format: Word; Rich Text

Description

12-1384JF 12-1384JF . . . Agreement of Merger for (a) merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986 The Minnesota Agreement of Merger involving CP National Corp., All tel Corp., and All tel California, Inc. is a legal document that outlines the terms and conditions for the merger between these entities. This agreement ensures a smooth transition and consolidation of operations, assets, and liabilities between CP National Corp., All tel Corp., and All tel California, Inc. It is crucial to understand the specifics of this agreement for those involved in the merger or those seeking information about it. The Minnesota Agreement of Merger typically consists of several important sections, including but not limited to: 1. Parties Involved: This section identifies the entities involved in the merger, specifically CP National Corp., All tel Corp., and All tel California, Inc. 2. Background: The background section provides an overview of the reasons for the merger, such as the desire to achieve economies of scale, expand the market presence, or enhance competitive advantages. 3. Definitions: This part defines various terms used throughout the agreement to avoid confusion or ambiguity. 4. Merger Structure: This section outlines the specific structure of the merger, whether it is a merger of equals, an acquisition, or a subsidiary merger. It details how the business entities will combine their operations and assets to form a new entity or merge into an existing one. 5. Consideration: This segment describes the consideration agreed upon by the involved parties. It may include cash payments, stock options, or a combination of both, specifying the value and the distribution mechanism. 6. Representations and Warranties: Here, each party provides statements and guarantees regarding its legal capacity to enter into this agreement, its ownership of assets, and the absence of undisclosed liabilities or legal disputes. 7. Conditions Precedent: This section lists the conditions that must be fulfilled before the merger can be legally effective. Conditions may include obtaining necessary regulatory approvals, shareholder approval, and compliance with applicable laws and regulations. 8. Governing Law and Jurisdiction: This clause establishes that the agreement will be governed by Minnesota law and designates the courts or arbitration forums that will have jurisdiction over potential disputes. 9. Termination: This part outlines the circumstances under which the agreement may be terminated and the resulting consequences, such as payment of termination fees or other penalties. It's worth noting that the specific contents of the Minnesota Agreement of Merger may vary depending on the unique circumstances of the merger and the preferences of the involved parties. However, these key sections provide an overview of the topics typically covered in such agreements. Keywords: Minnesota Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., merger, legal document, terms and conditions, consolidation, operations, assets, liabilities, smooth transition, parties involved, background, definitions, merger structure, consideration, representations and warranties, conditions precedent, governing law, jurisdiction, termination.

The Minnesota Agreement of Merger involving CP National Corp., All tel Corp., and All tel California, Inc. is a legal document that outlines the terms and conditions for the merger between these entities. This agreement ensures a smooth transition and consolidation of operations, assets, and liabilities between CP National Corp., All tel Corp., and All tel California, Inc. It is crucial to understand the specifics of this agreement for those involved in the merger or those seeking information about it. The Minnesota Agreement of Merger typically consists of several important sections, including but not limited to: 1. Parties Involved: This section identifies the entities involved in the merger, specifically CP National Corp., All tel Corp., and All tel California, Inc. 2. Background: The background section provides an overview of the reasons for the merger, such as the desire to achieve economies of scale, expand the market presence, or enhance competitive advantages. 3. Definitions: This part defines various terms used throughout the agreement to avoid confusion or ambiguity. 4. Merger Structure: This section outlines the specific structure of the merger, whether it is a merger of equals, an acquisition, or a subsidiary merger. It details how the business entities will combine their operations and assets to form a new entity or merge into an existing one. 5. Consideration: This segment describes the consideration agreed upon by the involved parties. It may include cash payments, stock options, or a combination of both, specifying the value and the distribution mechanism. 6. Representations and Warranties: Here, each party provides statements and guarantees regarding its legal capacity to enter into this agreement, its ownership of assets, and the absence of undisclosed liabilities or legal disputes. 7. Conditions Precedent: This section lists the conditions that must be fulfilled before the merger can be legally effective. Conditions may include obtaining necessary regulatory approvals, shareholder approval, and compliance with applicable laws and regulations. 8. Governing Law and Jurisdiction: This clause establishes that the agreement will be governed by Minnesota law and designates the courts or arbitration forums that will have jurisdiction over potential disputes. 9. Termination: This part outlines the circumstances under which the agreement may be terminated and the resulting consequences, such as payment of termination fees or other penalties. It's worth noting that the specific contents of the Minnesota Agreement of Merger may vary depending on the unique circumstances of the merger and the preferences of the involved parties. However, these key sections provide an overview of the topics typically covered in such agreements. Keywords: Minnesota Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., merger, legal document, terms and conditions, consolidation, operations, assets, liabilities, smooth transition, parties involved, background, definitions, merger structure, consideration, representations and warranties, conditions precedent, governing law, jurisdiction, termination.