Oregon Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9265
• Format: Word; Rich Text

Description

Agreement of Merger between Bay-Micro Computers, Inc., a California corporation, and BMC Acquisition Corporation, a Delaware corporation, dated November 12, 1999. 4 pages. The Oregon Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract that outlines the terms and conditions of the merger between the two companies. This agreement governs the process by which Bay Micro Computers, Inc. will merge with BMC Acquisition Corporation and become a wholly-owned subsidiary of the latter. In the Oregon Merger Agreement, several key elements are addressed to ensure a smooth and successful merger. Firstly, the agreement defines the exchange ratio, which determines the number of shares of Bay Micro Computers, Inc. common stock each stockholder will receive in exchange for their shares. It also specifies any adjustments to the exchange ratio in case of outstanding options, warrants, or convertible securities. Additionally, the Oregon Merger Agreement highlights the conditions precedent for the merger to take place. These include obtaining all necessary approvals from regulatory authorities, the absence of any material adverse changes in the financial condition or business operations of either party, and the approval of the agreement by the stockholders of both companies. Other crucial aspects covered by the Oregon Merger Agreement include representations and warranties made by both parties, covenants regarding their respective operations prior to the merger, and provisions related to the termination of the agreement. The agreement also outlines the rights and responsibilities of each party in the event of termination, including the payment of termination fees and expenses. There may be different types of Oregon Merger Agreements between Bay Micro Computers, Inc. and BMC Acquisition Corporation based on the specific terms and conditions agreed upon by the parties. For instance, a definitive merger agreement details all the terms of the merger, while a letter of intent serves as a preliminary agreement expressing the parties' intent to merge and outlining the basic terms before executing a definitive agreement. Furthermore, the Oregon Merger Agreement can also encompass specific provisions depending on the industry or unique circumstances of the merger. Examples may include provisions related to intellectual property rights, non-compete agreements, the treatment of employee benefits and obligations, and other customized clauses tailored to the needs and requirements of the merging entities. In summary, the Oregon Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a comprehensive document that lays out the specific terms, conditions, and procedures for their merger. It is a legally binding agreement that protects the interests of both parties and ensures a transparent and orderly transition as they combine their resources, assets, and operations.

The Oregon Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract that outlines the terms and conditions of the merger between the two companies. This agreement governs the process by which Bay Micro Computers, Inc. will merge with BMC Acquisition Corporation and become a wholly-owned subsidiary of the latter. In the Oregon Merger Agreement, several key elements are addressed to ensure a smooth and successful merger. Firstly, the agreement defines the exchange ratio, which determines the number of shares of Bay Micro Computers, Inc. common stock each stockholder will receive in exchange for their shares. It also specifies any adjustments to the exchange ratio in case of outstanding options, warrants, or convertible securities. Additionally, the Oregon Merger Agreement highlights the conditions precedent for the merger to take place. These include obtaining all necessary approvals from regulatory authorities, the absence of any material adverse changes in the financial condition or business operations of either party, and the approval of the agreement by the stockholders of both companies. Other crucial aspects covered by the Oregon Merger Agreement include representations and warranties made by both parties, covenants regarding their respective operations prior to the merger, and provisions related to the termination of the agreement. The agreement also outlines the rights and responsibilities of each party in the event of termination, including the payment of termination fees and expenses. There may be different types of Oregon Merger Agreements between Bay Micro Computers, Inc. and BMC Acquisition Corporation based on the specific terms and conditions agreed upon by the parties. For instance, a definitive merger agreement details all the terms of the merger, while a letter of intent serves as a preliminary agreement expressing the parties' intent to merge and outlining the basic terms before executing a definitive agreement. Furthermore, the Oregon Merger Agreement can also encompass specific provisions depending on the industry or unique circumstances of the merger. Examples may include provisions related to intellectual property rights, non-compete agreements, the treatment of employee benefits and obligations, and other customized clauses tailored to the needs and requirements of the merging entities. In summary, the Oregon Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a comprehensive document that lays out the specific terms, conditions, and procedures for their merger. It is a legally binding agreement that protects the interests of both parties and ensures a transparent and orderly transition as they combine their resources, assets, and operations.