New York Merger Agreement between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9181
• Format: Word; Rich Text

Description

Agreement of Merger between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc. dated December 31, 1999. 44 pages The New York Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding document that outlines the terms and conditions of the merger between these entities in the state of New York. This agreement combines the efforts and resources of CEDEX Harvest States Cooperative, a leading agricultural cooperative, SF Acquisition Corporation, a reputable investment company, and Sparta Foods, Inc., a prominent food production and distribution company. This merger agreement signifies the intent of the parties involved to join together in a strategic business combination. It outlines the specifics of the merger process, including the terms of the exchange ratio, the allocation of shares, and the treatment of stock options and other equity-based instruments. The agreement also sets forth the statutory procedures to be followed, in compliance with New York state laws, in order to complete the merger transaction successfully. Key terms and clauses within this New York Merger Agreement include: 1. Consideration: Defines the payment or compensation offered to the shareholders of Sparta Foods, Inc. in exchange for their respective shares. This may consist of cash, stock, or a combination of both, as agreed upon by the parties involved. 2. Representations and Warranties: Provides a comprehensive list of statements made by each party regarding the accuracy and completeness of the information provided for the merger. It ensures that all material facts have been disclosed and reduces the risk of misrepresentation or non-disclosure. 3. Conditions Precedent: Lists the conditions that must be met before the merger agreement becomes effective. These conditions often include obtaining necessary regulatory approvals, securing requisite shareholder approvals, and completing the due diligence process to the satisfaction of all parties involved. 4. Termination Provisions: Clearly defines the circumstances under which the merger agreement may be terminated by either party. This could include material breaches, failure to obtain necessary approvals, or a change in business circumstances that renders the merger unfeasible. 5. Indemnification: Outlines the rights and responsibilities of each party concerning indemnification for any losses, damages, or liabilities incurred during the merger process. This provision protects the parties from unforeseen risks or contingencies that may arise during or after the merger. Different types of New York Merger Agreements between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. may include variations based on the specific terms, conditions, and goals of the merging entities. This could encompass different considerations for the exchange ratio, price adjustments, or additional provisions related to regulatory compliance in different sectors or industries involved. It is important for all parties involved in this New York Merger Agreement to consult legal and financial professionals to ensure compliance with relevant laws, regulations, and best practices, as well as to protect their respective interests and maximize the potential benefits of the merger.

The New York Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding document that outlines the terms and conditions of the merger between these entities in the state of New York. This agreement combines the efforts and resources of CEDEX Harvest States Cooperative, a leading agricultural cooperative, SF Acquisition Corporation, a reputable investment company, and Sparta Foods, Inc., a prominent food production and distribution company. This merger agreement signifies the intent of the parties involved to join together in a strategic business combination. It outlines the specifics of the merger process, including the terms of the exchange ratio, the allocation of shares, and the treatment of stock options and other equity-based instruments. The agreement also sets forth the statutory procedures to be followed, in compliance with New York state laws, in order to complete the merger transaction successfully. Key terms and clauses within this New York Merger Agreement include: 1. Consideration: Defines the payment or compensation offered to the shareholders of Sparta Foods, Inc. in exchange for their respective shares. This may consist of cash, stock, or a combination of both, as agreed upon by the parties involved. 2. Representations and Warranties: Provides a comprehensive list of statements made by each party regarding the accuracy and completeness of the information provided for the merger. It ensures that all material facts have been disclosed and reduces the risk of misrepresentation or non-disclosure. 3. Conditions Precedent: Lists the conditions that must be met before the merger agreement becomes effective. These conditions often include obtaining necessary regulatory approvals, securing requisite shareholder approvals, and completing the due diligence process to the satisfaction of all parties involved. 4. Termination Provisions: Clearly defines the circumstances under which the merger agreement may be terminated by either party. This could include material breaches, failure to obtain necessary approvals, or a change in business circumstances that renders the merger unfeasible. 5. Indemnification: Outlines the rights and responsibilities of each party concerning indemnification for any losses, damages, or liabilities incurred during the merger process. This provision protects the parties from unforeseen risks or contingencies that may arise during or after the merger. Different types of New York Merger Agreements between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. may include variations based on the specific terms, conditions, and goals of the merging entities. This could encompass different considerations for the exchange ratio, price adjustments, or additional provisions related to regulatory compliance in different sectors or industries involved. It is important for all parties involved in this New York Merger Agreement to consult legal and financial professionals to ensure compliance with relevant laws, regulations, and best practices, as well as to protect their respective interests and maximize the potential benefits of the merger.