The Oregon Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement sets the framework for the consolidation of resources, assets, and operations of the involved companies to form a single entity. Under the Oregon Agreement and Plan of Merger, America Online, Inc. and ME Acquisition, Inc. act as the acquiring parties, while MapQuest. Com, Inc. is to be merged into the combined entity. The agreement establishes the exchange ratio, outlining the number of shares of the acquiring party's stock that will be issued to shareholders of MapQuest. Com, Inc. as part of the merger. Furthermore, the Oregon Agreement and Plan of Merger specifies the details of the voting process, including the necessary approvals from the shareholders of all involved companies. It also outlines various conditions precedent that must be satisfied before the merger can be completed, such as regulatory approvals, consents, and compliance with applicable laws. Additionally, the agreement addresses the treatment of outstanding options, awards, and other incentive plans of MapQuest. Com, Inc. It details how these existing stock options or awards will be converted or canceled upon the completion of the merger, ensuring proper consideration for the employees or option holders. The Oregon Agreement and Plan of Merger also contains provisions related to the governance and management structure of the combined entity. It may include information regarding the composition of the board of directors, executive officers, and other important positions. The agreement might also outline the responsibilities and limitations of the parties involved in the merger. It is important to note that "Oregon" in the description refers to a hypothetical scenario or a placeholder name, as the actual agreement and plan of merger between these specific companies may have a different designation. The description provided here serves as a general framework for understanding the essential components typically found in such agreements.
Oregon Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.
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