Oklahoma Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1502
• Format: Word; Rich Text

Description

12-1502 12-1502 . . . Agreement of Merger for conversion of two corporations into wholly owned subsidiaries of new corporation ("Holding Company") by merger of one of such corporations with subsidiary of Holding Company and merger of other corporation with different subsidiary of Holding Company . Under Agreement of Merger (a) each 10 shares of common stock of first corporation will be converted into right to receive one share of Holding Company Class A Common Stock ("Class A"), (b) each 1.85 shares of Class A Common Stock of second corporation will be converted into right to receive one share of Holding Company Class A Common Stock, (c) each 1.85 shares of Class B Common Stock of second corporation will be converted into right to receive one share of Holding Company Class B Common Stock and (d) each 1.85 warrants of second corporation will be converted into right to receive one warrant of Holding Company

The Oklahoma Agreement of Merger is a legally binding document that outlines the terms and conditions of merging between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This merger is a significant strategic move that aims to consolidate resources, enhance operational efficiency, and foster growth in the energy sector. The agreement encompasses various types and aspects of the merger. One type is the "Share Exchange Agreement," where VP Oil, Inc. and VP Acquisition Corp. agree to exchange their shares for the shares of Big Piney Oil and Gas Co. and Big Piney Acquisition Corp., respectively. This enables them to combine their assets, corporate structures, and market presence. Another type is the "Asset Purchase Agreement," which involves the acquisition of specific oil and gas assets by VP Oil, Inc. and VP Acquisition Corp. from Big Piney Oil and Gas Co. and Big Piney Acquisition Corp. respectively. This agreement allows VP Oil, Inc. and VP Acquisition Corp. to expand their portfolio of resources and extend their footprint in the Oklahoma energy market. The Oklahoma Agreement of Merger also includes provisions related to the rationalization of operations, managerial roles, and future growth plans. It delineates the responsibility distribution among the merged entities, ensuring a smooth transition and seamless integration. Additionally, it establishes the governance structure, board composition, and decision-making processes for the newly formed entity. By executing this merger, VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. aim to achieve synergy, economies of scale, and enhanced competitive advantage in the Oklahoma energy landscape. The combined entity anticipates a more robust market position, increased production capacity, improved technological capabilities, and a strengthened financial base. This merger demonstrates the commitment of these companies to adapt to changing market dynamics, optimize resource utilization, and capitalize on emerging opportunities. With a shared vision, extensive industry experience, and complementary strengths, the merged entity is set to become a major player in the energy sector, aligning with the evolving needs of the market and delivering value to shareholders, customers, and stakeholders. The Oklahoma Agreement of Merger between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. exemplifies the strategic foresight of these entities, as they navigate the dynamic energy industry and position themselves for long-term success.