Ohio 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 The Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., is a legal document outlining the terms and conditions of a merger between these three companies. This type of agreement is crucial in corporate transactions, as it helps define the rights, obligations, and responsibilities of each party involved. Here, we will describe the key elements and types of Ohio Agreement and Plan of Merger: 1. Definition: The Ohio Agreement and Plan of Merger is an official document that details the agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., for merging their business entities. It encompasses the terms, conditions, and procedures to be followed throughout the merger process. 2. Parties Involved: The agreement involves America Online, Inc., a prominent internet service and media company, ME Acquisition, Inc., a subsidiary responsible for facilitating mergers and acquisitions, and MapQuest. Com, Inc., an online mapping and navigation platform. 3. Purpose: The primary objective of the merger is to combine the strengths, resources, and expertise of the participating companies to create synergies and enhance their market position. This may entail integrating technology, expanding services, or diversifying their product offerings. 4. Terms and Conditions: The Ohio Agreement and Plan of Merger includes detailed terms and conditions governing the merger process. It highlights aspects such as the exchange ratio for stockholders, treatment of stock options, valuation of assets/liabilities, and any regulatory approvals required. 5. Corporate Governance: The document outlines the post-merger corporate governance structure, specifying the composition of the board of directors, executive roles, and any changes in ownership or controlling interests. It may also address issues related to employee benefits, including stock-based compensation or severance packages. 6. Confidentiality and Non-Disclosure: Confidentiality clauses are often included to protect sensitive information during the merger negotiations and due diligence process. These clauses ensure that all parties involved maintain strict confidentiality and refrain from disclosing any proprietary or confidential information. 7. Termination and Amendment: The agreement may feature provisions outlining circumstances under which the merger may be terminated, such as failure to obtain necessary approvals or breaches of representations and warranties. It may also specify requirements for amending or modifying the agreement under certain conditions with the mutual consent of the involved parties. 8. Binding Agreement: The Ohio Agreement and Plan of Merger is a binding contract between the parties involved, enforceable by law. It establishes the rights and obligations of each party and provides a legal framework for post-merger operations. Different types of Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. may exist based on the specific nature of the merger. These variations could include distinctions in the terms, conditions, or specific business objectives being pursued.

The Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., is a legal document outlining the terms and conditions of a merger between these three companies. This type of agreement is crucial in corporate transactions, as it helps define the rights, obligations, and responsibilities of each party involved. Here, we will describe the key elements and types of Ohio Agreement and Plan of Merger: 1. Definition: The Ohio Agreement and Plan of Merger is an official document that details the agreement between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc., for merging their business entities. It encompasses the terms, conditions, and procedures to be followed throughout the merger process. 2. Parties Involved: The agreement involves America Online, Inc., a prominent internet service and media company, ME Acquisition, Inc., a subsidiary responsible for facilitating mergers and acquisitions, and MapQuest. Com, Inc., an online mapping and navigation platform. 3. Purpose: The primary objective of the merger is to combine the strengths, resources, and expertise of the participating companies to create synergies and enhance their market position. This may entail integrating technology, expanding services, or diversifying their product offerings. 4. Terms and Conditions: The Ohio Agreement and Plan of Merger includes detailed terms and conditions governing the merger process. It highlights aspects such as the exchange ratio for stockholders, treatment of stock options, valuation of assets/liabilities, and any regulatory approvals required. 5. Corporate Governance: The document outlines the post-merger corporate governance structure, specifying the composition of the board of directors, executive roles, and any changes in ownership or controlling interests. It may also address issues related to employee benefits, including stock-based compensation or severance packages. 6. Confidentiality and Non-Disclosure: Confidentiality clauses are often included to protect sensitive information during the merger negotiations and due diligence process. These clauses ensure that all parties involved maintain strict confidentiality and refrain from disclosing any proprietary or confidential information. 7. Termination and Amendment: The agreement may feature provisions outlining circumstances under which the merger may be terminated, such as failure to obtain necessary approvals or breaches of representations and warranties. It may also specify requirements for amending or modifying the agreement under certain conditions with the mutual consent of the involved parties. 8. Binding Agreement: The Ohio Agreement and Plan of Merger is a binding contract between the parties involved, enforceable by law. It establishes the rights and obligations of each party and provides a legal framework for post-merger operations. Different types of Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. may exist based on the specific nature of the merger. These variations could include distinctions in the terms, conditions, or specific business objectives being pursued.