New Mexico Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9050
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 59 pages Title: Understanding the New Mexico Agreement and Plan of Merger involving America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. Introduction: The New Mexico Agreement and Plan of Merger is a legal document that outlines the terms and conditions surrounding a merger between America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest.com, Inc. This comprehensive agreement lays the foundation for bringing together these entities, ensuring a smooth transition and effective consolidation. In the following sections, we will explore the key aspects and types of this merger agreement. Types of New Mexico Agreement and Plan of Merger: 1. Full Merger Agreement: The Full Merger Agreement, specific to America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc., outlines the complete details of the merger. It includes the terms of the acquisition, the exchange of shares, the rights and responsibilities of the parties involved, and the target timeline for completing the merger. 2. Financial Terms: This section of the agreement focuses on the financial aspects of the merger, addressing issues such as the valuation and pricing of the companies involved, the allocation of assets and liabilities, the payment structure, and any adjustments or contingencies based on financial performance. 3. Corporate Governance: The Corporate Governance aspect of the agreement delineates the governance structure of the merged entity. It establishes guidelines for the composition of the board of directors, voting rights, and the rights and obligations of shareholders, ensuring smooth decision-making processes post-merger. 4. Intellectual Property and Technology: To ensure the seamless integration of technological assets, this section of the agreement addresses the transfer, licensing, or other usage rights for intellectual property, proprietary technology, patents, trademarks, copyrights, and trade secrets related to America Online, ME Acquisition, and MapQuest.com. 5. Employee Matters: In any merger, the well-being of employees is a vital consideration. This section deals with significant matters such as job security, employee benefits, equity-based compensation, severance packages, and integration procedures to maintain employee morale and productivity during the transition period. Conclusion: The New Mexico Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. is a comprehensive legal document outlining the terms and conditions of their merger. It covers various critical aspects including financial terms, corporate governance, intellectual property and technology, and employee matters. By effectively addressing these areas, this agreement ensures a successful and harmonious integration of the three entities into a unified and synergistic whole.

Title: Understanding the New Mexico Agreement and Plan of Merger involving America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. Introduction: The New Mexico Agreement and Plan of Merger is a legal document that outlines the terms and conditions surrounding a merger between America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest.com, Inc. This comprehensive agreement lays the foundation for bringing together these entities, ensuring a smooth transition and effective consolidation. In the following sections, we will explore the key aspects and types of this merger agreement. Types of New Mexico Agreement and Plan of Merger: 1. Full Merger Agreement: The Full Merger Agreement, specific to America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc., outlines the complete details of the merger. It includes the terms of the acquisition, the exchange of shares, the rights and responsibilities of the parties involved, and the target timeline for completing the merger. 2. Financial Terms: This section of the agreement focuses on the financial aspects of the merger, addressing issues such as the valuation and pricing of the companies involved, the allocation of assets and liabilities, the payment structure, and any adjustments or contingencies based on financial performance. 3. Corporate Governance: The Corporate Governance aspect of the agreement delineates the governance structure of the merged entity. It establishes guidelines for the composition of the board of directors, voting rights, and the rights and obligations of shareholders, ensuring smooth decision-making processes post-merger. 4. Intellectual Property and Technology: To ensure the seamless integration of technological assets, this section of the agreement addresses the transfer, licensing, or other usage rights for intellectual property, proprietary technology, patents, trademarks, copyrights, and trade secrets related to America Online, ME Acquisition, and MapQuest.com. 5. Employee Matters: In any merger, the well-being of employees is a vital consideration. This section deals with significant matters such as job security, employee benefits, equity-based compensation, severance packages, and integration procedures to maintain employee morale and productivity during the transition period. Conclusion: The New Mexico Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest.com, Inc. is a comprehensive legal document outlining the terms and conditions of their merger. It covers various critical aspects including financial terms, corporate governance, intellectual property and technology, and employee matters. By effectively addressing these areas, this agreement ensures a successful and harmonious integration of the three entities into a unified and synergistic whole.