Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9265
• Format: Word; Rich Text

Description

Agreement of Merger between Bay-Micro Computers, Inc., a California corporation, and BMC Acquisition Corporation, a Delaware corporation, dated November 12, 1999. 4 pages. Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation: A Detailed Description Keywords: Mississippi merger agreement, Bay Micro Computers, Inc., BMC Acquisition Corporation, types of merger agreements The Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract outlining the terms and conditions of the merger between the two companies. This merger agreement is specific to the state of Mississippi and must comply with the laws and regulations set forth by the Mississippi Secretary of State. The purpose of this agreement is to formally combine Bay Micro Computers, Inc. and BMC Acquisition Corporation into a single entity, ensuring a seamless transition and integration of their operations, assets, and liabilities. This merger agreement contains multiple sections, each addressing different aspects of the merger, including but not limited to: 1. Definitions: This section provides clear definitions of key terms used throughout the agreement, ensuring that both parties have a unified understanding of the terms used. 2. Merger Structure: This section outlines the specific structure of the merger, including whether it is a stock-for-stock or cash-for-stock transaction. It also discusses the intended ownership distribution and the steps necessary to complete the merger. 3. Consideration: This section specifies the consideration to be paid to the shareholders of Bay Micro Computers, Inc., which may include cash, stock, or a combination of both, in exchange for their shares in the company. 4. Representations and Warranties: In this section, both parties make certain representations and warranties regarding their ability to enter into this agreement, the accuracy of financial statements, and the absence of undisclosed liabilities or pending litigation. 5. Closing Conditions: This section lists the conditions that must be met before the merger can be finalized, including obtaining necessary regulatory approvals, shareholder approval, and all other required consents. 6. Termination: This section describes the circumstances under which the merger agreement may be terminated, such as a failure to meet closing conditions or a breach of representations and warranties. It also outlines the potential consequences of termination, such as payment of termination fees or reimbursement of expenses. Different types of Mississippi Merger Agreements between Bay Micro Computers, Inc. and BMC Acquisition Corporation may exist based on variables such as the nature of the merger, the transaction structure, or the specific terms negotiated by the parties. Examples of potential types of Mississippi Merger Agreements might include: 1. Stock-for-stock merger agreement: Where the consideration for the merger consists primarily of shares of the acquiring corporation's stock. 2. Cash-for-stock merger agreement: Where the consideration for the merger consists primarily of cash paid to the shareholders of the target company. 3. Reverse merger agreement: Where a smaller target company, such as Bay Micro Computers, Inc., acquires a larger, more established company like BMC Acquisition Corporation, resulting in a reverse ownership structure. 4. Statutory merger agreement: Where the merger agreement follows a specific statutory process outlined by Mississippi corporate laws. It is important to note that the specific type and terms of the Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation may vary depending on the unique circumstances and negotiated terms between the two companies.

Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation: A Detailed Description Keywords: Mississippi merger agreement, Bay Micro Computers, Inc., BMC Acquisition Corporation, types of merger agreements The Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract outlining the terms and conditions of the merger between the two companies. This merger agreement is specific to the state of Mississippi and must comply with the laws and regulations set forth by the Mississippi Secretary of State. The purpose of this agreement is to formally combine Bay Micro Computers, Inc. and BMC Acquisition Corporation into a single entity, ensuring a seamless transition and integration of their operations, assets, and liabilities. This merger agreement contains multiple sections, each addressing different aspects of the merger, including but not limited to: 1. Definitions: This section provides clear definitions of key terms used throughout the agreement, ensuring that both parties have a unified understanding of the terms used. 2. Merger Structure: This section outlines the specific structure of the merger, including whether it is a stock-for-stock or cash-for-stock transaction. It also discusses the intended ownership distribution and the steps necessary to complete the merger. 3. Consideration: This section specifies the consideration to be paid to the shareholders of Bay Micro Computers, Inc., which may include cash, stock, or a combination of both, in exchange for their shares in the company. 4. Representations and Warranties: In this section, both parties make certain representations and warranties regarding their ability to enter into this agreement, the accuracy of financial statements, and the absence of undisclosed liabilities or pending litigation. 5. Closing Conditions: This section lists the conditions that must be met before the merger can be finalized, including obtaining necessary regulatory approvals, shareholder approval, and all other required consents. 6. Termination: This section describes the circumstances under which the merger agreement may be terminated, such as a failure to meet closing conditions or a breach of representations and warranties. It also outlines the potential consequences of termination, such as payment of termination fees or reimbursement of expenses. Different types of Mississippi Merger Agreements between Bay Micro Computers, Inc. and BMC Acquisition Corporation may exist based on variables such as the nature of the merger, the transaction structure, or the specific terms negotiated by the parties. Examples of potential types of Mississippi Merger Agreements might include: 1. Stock-for-stock merger agreement: Where the consideration for the merger consists primarily of shares of the acquiring corporation's stock. 2. Cash-for-stock merger agreement: Where the consideration for the merger consists primarily of cash paid to the shareholders of the target company. 3. Reverse merger agreement: Where a smaller target company, such as Bay Micro Computers, Inc., acquires a larger, more established company like BMC Acquisition Corporation, resulting in a reverse ownership structure. 4. Statutory merger agreement: Where the merger agreement follows a specific statutory process outlined by Mississippi corporate laws. It is important to note that the specific type and terms of the Mississippi Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation may vary depending on the unique circumstances and negotiated terms between the two companies.