New Jersey Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1047
• Format: Word; Rich Text

Description

12-1047 12-1047 . . . Agreement and Plan of Merger for merger of corporation with wholly-owned subsidiary of unrelated company (Surviving Company) and conversion of each share of Disappearing Company common stock into right to receive that number of American Depositary Shares (ADS), each of which represents four Preferred Limited Voting Ordinary Shares of Surviving Company, equal to quotient of (a) $20.50 divided by (b) average of daily closing prices of Preferred ADS on New York Stock Exchange Composite Tape on the twenty consecutive trading days ending on day which is five business days prior to date of Special Stockholders Meeting The New Jersey Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of a merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is specific to mergers taking place in the state of New Jersey. The purpose of this document is to provide a detailed description of the merger transaction, including the parties involved, the exchange of stock and assets, and the timeline for completing the merger. It also outlines the governance structure of the merged entity, the responsibilities of the directors and officers, and the rights of the shareholders. Keywords: New Jersey Agreement and Plan of Merger, The News Corporation Ltd, HMC Acquisition, Heritage Media, merger transaction, stock exchange, governance structure, directors, officers, shareholders. Different types of New Jersey Agreements and Plans of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media may include: 1. New Jersey Agreement and Plan of Merger — Asset Acquisition: This type of agreement is executed when The News Corporation Ltd acquires specific assets from HMC Acquisition and Heritage Media, incorporating them into their own operations. The agreement outlines the details of the asset acquisition, including the transfer of ownership rights and any associated liabilities. 2. New Jersey Agreement and Plan of Merger — Stock Acquisition: In this case, The News Corporation Ltd acquires a controlling interest in HMC Acquisition and Heritage Media by purchasing their outstanding shares. The agreement details the terms of the stock acquisition, such as the purchase price, the percentage of shares to be acquired, and any shareholder approval requirements. 3. New Jersey Agreement and Plan of Merger — Reverse Merger: A reverse merger occurs when a private company, such as HMC Acquisition or Heritage Media, acquires a publicly traded company, such as The News Corporation Ltd. This type of agreement outlines the specific terms of the reverse merger, including the exchange of shares, the corporate structure of the combined entity, and any regulatory approvals required. 4. New Jersey Agreement and Plan of Merger — Horizontal Merger: A horizontal merger involves the combination of two companies operating in the same industry and market, such as The News Corporation Ltd, HMC Acquisition, and Heritage Media. The agreement covers the terms of the merger, including the allocation of resources, integration of operations, and potential cost savings or synergies. Keywords: New Jersey Agreement and Plan of Merger, Asset Acquisition, Stock Acquisition, Reverse Merger, Horizontal Merger, merger terms, ownership transfer, stock purchase, corporate structure, regulatory approval.

The New Jersey Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of a merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is specific to mergers taking place in the state of New Jersey. The purpose of this document is to provide a detailed description of the merger transaction, including the parties involved, the exchange of stock and assets, and the timeline for completing the merger. It also outlines the governance structure of the merged entity, the responsibilities of the directors and officers, and the rights of the shareholders. Keywords: New Jersey Agreement and Plan of Merger, The News Corporation Ltd, HMC Acquisition, Heritage Media, merger transaction, stock exchange, governance structure, directors, officers, shareholders. Different types of New Jersey Agreements and Plans of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media may include: 1. New Jersey Agreement and Plan of Merger — Asset Acquisition: This type of agreement is executed when The News Corporation Ltd acquires specific assets from HMC Acquisition and Heritage Media, incorporating them into their own operations. The agreement outlines the details of the asset acquisition, including the transfer of ownership rights and any associated liabilities. 2. New Jersey Agreement and Plan of Merger — Stock Acquisition: In this case, The News Corporation Ltd acquires a controlling interest in HMC Acquisition and Heritage Media by purchasing their outstanding shares. The agreement details the terms of the stock acquisition, such as the purchase price, the percentage of shares to be acquired, and any shareholder approval requirements. 3. New Jersey Agreement and Plan of Merger — Reverse Merger: A reverse merger occurs when a private company, such as HMC Acquisition or Heritage Media, acquires a publicly traded company, such as The News Corporation Ltd. This type of agreement outlines the specific terms of the reverse merger, including the exchange of shares, the corporate structure of the combined entity, and any regulatory approvals required. 4. New Jersey Agreement and Plan of Merger — Horizontal Merger: A horizontal merger involves the combination of two companies operating in the same industry and market, such as The News Corporation Ltd, HMC Acquisition, and Heritage Media. The agreement covers the terms of the merger, including the allocation of resources, integration of operations, and potential cost savings or synergies. Keywords: New Jersey Agreement and Plan of Merger, Asset Acquisition, Stock Acquisition, Reverse Merger, Horizontal Merger, merger terms, ownership transfer, stock purchase, corporate structure, regulatory approval.