Pennsylvania 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 Pennsylvania Agreement of Merger refers to a legal document that outlines the consolidation of companies in the oil and gas industry. Specifically, this agreement involves VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. Each of these companies plays a crucial role in the merging process, leading to the formation of a more robust and competitive entity. One type of Pennsylvania Agreement of Merger involving these companies is the "VPO-VPAC-BPG-BPAC-NEG Merger Agreement." This agreement signifies the merger between VP Oil, Inc. and VP Acquisition Corp. with Big Piney Oil and Gas Co. and Big Piney Acquisition Corp., ultimately leading to the creation of National Energy Group, Inc. In this merger, VP Oil, Inc. and VP Acquisition Corp. act as the merging entities, while Big Piney Oil and Gas Co. and Big Piney Acquisition Corp. are the companies being acquired. The Pennsylvania Agreement of Merger outlines the terms and conditions under which VP Oil, Inc., and VP Acquisition Corp. will acquire Big Piney Oil and Gas Co. and Big Piney Acquisition Corp. This merger aims to combine the strengths and assets of both companies to create synergies, enhance competitive advantages, and expand their operations in the oil and gas industry. The agreement covers various aspects such as the exchange ratio of stock, the treatment of outstanding stock options, the composition of the board of directors, governance structure, management roles, employee benefits, and the integration process. It also includes provisions regarding any approvals or consents required from regulatory bodies and shareholders. This Pennsylvania Agreement of Merger is designed to secure the interests of all parties involved. It ensures that the merging entities, VP Oil, Inc., and VP Acquisition Corp., along with their shareholders, gain access to Big Piney Oil and Gas Co.'s valuable assets, infrastructure, and expertise. Simultaneously, Big Piney Oil and Gas Co. and Big Piney Acquisition Corp., as the acquired entities, receive fair consideration for their assets and benefit from the enlarged platform and opportunities provided by the merged company. Overall, the Pennsylvania 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. represents a strategic move within the oil and gas industry to increase competitiveness, expand market share, and leverage synergies to create long-term value for all stakeholders involved.