Mississippi Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1502
• Format: Word; Rich Text

Description

12-1502 12-1502 . . . Agreement of Merger for conversion of two corporations into wholly owned subsidiaries of new corporation ("Holding Company") by merger of one of such corporations with subsidiary of Holding Company and merger of other corporation with different subsidiary of Holding Company . Under Agreement of Merger (a) each 10 shares of common stock of first corporation will be converted into right to receive one share of Holding Company Class A Common Stock ("Class A"), (b) each 1.85 shares of Class A Common Stock of second corporation will be converted into right to receive one share of Holding Company Class A Common Stock, (c) each 1.85 shares of Class B Common Stock of second corporation will be converted into right to receive one share of Holding Company Class B Common Stock and (d) each 1.85 warrants of second corporation will be converted into right to receive one warrant of Holding Company Mississippi Agreement of Merger is a legal document that outlines the terms and conditions of a merger between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This agreement is essential to ensure all parties involved are on the same page regarding the merger process. It typically contains several important clauses and provisions, which may include: 1. Parties Involved: The agreement will clearly state the names and legal entities involved in the merger, i.e., VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. 2. Merger Structure: The agreement will outline the structure of the merger, such as whether it is a stock-for-stock merger, cash merger, or a combination of both. It will detail how the ownership of each company will be transferred and what the new ownership structure will look like. 3. Consideration: The consideration section will describe the financial terms of the merger, including the exchange ratio or purchase price, and how it will be paid to the shareholders of the involved companies. 4. Representations and Warranties: This section will contain statements made by each party regarding the accuracy and completeness of the information presented. It ensures that all parties are providing true and correct information and that there are no hidden liabilities or risks. 5. Conditions Precedent: The agreement may outline various conditions that need to be fulfilled before the merger can be completed. These conditions may include obtaining regulatory approvals, shareholder consent, and shareholder meetings. 6. Termination: This section will address the circumstances under which the merger agreement can be terminated, such as failure to meet certain conditions or a breach of representations and warranties. Different types of Mississippi Agreements of Merger can exist depending on the specific details and circumstances of the merger. For example, there could be a stock-for-stock merger agreement, cash merger agreement, or even a reverse merger agreement. Each type of merger has its unique considerations and terms that need to be addressed in the agreement. In conclusion, the Mississippi Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. is a comprehensive legal document that outlines the terms and conditions of their merger. The agreement covers important aspects such as parties involved, merger structure, consideration, representations and warranties, conditions precedent, and termination. It ensures that all parties are protected and that the merger process proceeds smoothly.

Mississippi Agreement of Merger is a legal document that outlines the terms and conditions of a merger between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This agreement is essential to ensure all parties involved are on the same page regarding the merger process. It typically contains several important clauses and provisions, which may include: 1. Parties Involved: The agreement will clearly state the names and legal entities involved in the merger, i.e., VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. 2. Merger Structure: The agreement will outline the structure of the merger, such as whether it is a stock-for-stock merger, cash merger, or a combination of both. It will detail how the ownership of each company will be transferred and what the new ownership structure will look like. 3. Consideration: The consideration section will describe the financial terms of the merger, including the exchange ratio or purchase price, and how it will be paid to the shareholders of the involved companies. 4. Representations and Warranties: This section will contain statements made by each party regarding the accuracy and completeness of the information presented. It ensures that all parties are providing true and correct information and that there are no hidden liabilities or risks. 5. Conditions Precedent: The agreement may outline various conditions that need to be fulfilled before the merger can be completed. These conditions may include obtaining regulatory approvals, shareholder consent, and shareholder meetings. 6. Termination: This section will address the circumstances under which the merger agreement can be terminated, such as failure to meet certain conditions or a breach of representations and warranties. Different types of Mississippi Agreements of Merger can exist depending on the specific details and circumstances of the merger. For example, there could be a stock-for-stock merger agreement, cash merger agreement, or even a reverse merger agreement. Each type of merger has its unique considerations and terms that need to be addressed in the agreement. In conclusion, the Mississippi Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. is a comprehensive legal document that outlines the terms and conditions of their merger. The agreement covers important aspects such as parties involved, merger structure, consideration, representations and warranties, conditions precedent, and termination. It ensures that all parties are protected and that the merger process proceeds smoothly.