Minnesota Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.

• Category: Corporations - Public - Stock
• State: Multi-State
• Control #: US-EG-9439
• Format: Word; Rich Text

Description

Stock Tender Agreement between EMC Corporation, Eagle Merger Corporation, Computer Concepts Corporation, James Cannavino, Dennis Murray and Charles Feld regarding the purchase of all issued and outstanding shares of common stock in regard to entering a A Minnesota Stock Tender Agreement is a legally binding contract that outlines the terms and conditions related to the acquisition or merger of corporate entities such as EMC Corp., Eagle Merger Corp., and Computer Concepts Corp. The agreement is specific to the state of Minnesota and is designed to protect the interests and rights of all parties involved. The Minnesota Stock Tender Agreement typically consists of various sections and provisions that cover critical aspects of the transaction, ensuring transparency and fairness. Below are some key elements commonly found in these agreements: 1. Parties Involved: The agreement identifies the participating parties, which may include the acquiring company (EMC Corp.), the target company (Computer Concepts Corp.), and any intermediaries or individuals representing these entities (Eagle Merger Corp.). 2. Purchase Price and Consideration: The agreement specifies the purchase price or consideration to be paid by the acquiring company to the selling shareholders of the target company. This includes details on the price per share, method of payment, or any other provisions related to the consideration. 3. Tender Offer Procedures: The agreement outlines the procedures for the tender offer, which includes the timeline, required documentation, and conditions for the offer's acceptance. It may also provide guidelines for shareholders who wish to tender their shares or withdraw their offers. 4. Representations and Warranties: The agreement includes representations and warranties made by both the acquiring and target companies. These statements assure that the entities have complied with all legal requirements and accurately disclosed all relevant information. 5. Conditions Precedent and Termination Rights: The agreement may establish certain conditions that must be met by either party for the tender offer to be completed. It also defines the circumstances under which the agreement can be terminated, such as failure to meet specified conditions or breach of contract. 6. Confidentiality and Non-Disclosure: To protect sensitive information during the negotiation process, the agreement usually includes provisions related to confidentiality and non-disclosure. This ensures that all parties involved maintain the confidentiality of any proprietary or non-public information shared during the transaction. 7. Governing Law and Dispute Resolution: Given that the agreement is specific to the state of Minnesota, it will typically specify Minnesota state laws as the governing law. It may also include provisions for dispute resolution, such as arbitration or mediation, to resolve any conflicts that may arise between the parties. Different types of Minnesota Stock Tender Agreements can exist based on the specific terms, conditions, or purpose of the merger or acquisition. For example, variations could include cash tender offers, stock-for-stock exchanges, or even hybrid transactions involving a mix of cash and stock. In summary, the Minnesota Stock Tender Agreement is a comprehensive legal document that governs the acquisition or merger of corporations like EMC Corp., Eagle Merger Corp., and Computer Concepts Corp. It ensures that the transaction is conducted fairly and transparently, protects the rights of all parties involved, and establishes the terms and conditions for completing the deal successfully.

A Minnesota Stock Tender Agreement is a legally binding contract that outlines the terms and conditions related to the acquisition or merger of corporate entities such as EMC Corp., Eagle Merger Corp., and Computer Concepts Corp. The agreement is specific to the state of Minnesota and is designed to protect the interests and rights of all parties involved. The Minnesota Stock Tender Agreement typically consists of various sections and provisions that cover critical aspects of the transaction, ensuring transparency and fairness. Below are some key elements commonly found in these agreements: 1. Parties Involved: The agreement identifies the participating parties, which may include the acquiring company (EMC Corp.), the target company (Computer Concepts Corp.), and any intermediaries or individuals representing these entities (Eagle Merger Corp.). 2. Purchase Price and Consideration: The agreement specifies the purchase price or consideration to be paid by the acquiring company to the selling shareholders of the target company. This includes details on the price per share, method of payment, or any other provisions related to the consideration. 3. Tender Offer Procedures: The agreement outlines the procedures for the tender offer, which includes the timeline, required documentation, and conditions for the offer's acceptance. It may also provide guidelines for shareholders who wish to tender their shares or withdraw their offers. 4. Representations and Warranties: The agreement includes representations and warranties made by both the acquiring and target companies. These statements assure that the entities have complied with all legal requirements and accurately disclosed all relevant information. 5. Conditions Precedent and Termination Rights: The agreement may establish certain conditions that must be met by either party for the tender offer to be completed. It also defines the circumstances under which the agreement can be terminated, such as failure to meet specified conditions or breach of contract. 6. Confidentiality and Non-Disclosure: To protect sensitive information during the negotiation process, the agreement usually includes provisions related to confidentiality and non-disclosure. This ensures that all parties involved maintain the confidentiality of any proprietary or non-public information shared during the transaction. 7. Governing Law and Dispute Resolution: Given that the agreement is specific to the state of Minnesota, it will typically specify Minnesota state laws as the governing law. It may also include provisions for dispute resolution, such as arbitration or mediation, to resolve any conflicts that may arise between the parties. Different types of Minnesota Stock Tender Agreements can exist based on the specific terms, conditions, or purpose of the merger or acquisition. For example, variations could include cash tender offers, stock-for-stock exchanges, or even hybrid transactions involving a mix of cash and stock. In summary, the Minnesota Stock Tender Agreement is a comprehensive legal document that governs the acquisition or merger of corporations like EMC Corp., Eagle Merger Corp., and Computer Concepts Corp. It ensures that the transaction is conducted fairly and transparently, protects the rights of all parties involved, and establishes the terms and conditions for completing the deal successfully.