Rhode Island 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 Rhode Island 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. The Rhode Island Agreement of Merger is a legally binding document that outlines the terms and conditions for the merging of VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This merger aims to create a stronger and more efficient entity in the energy industry. Key terms and provisions covered in this Agreement include: 1. Parties Involved: The Agreement identifies the entities involved in the merger, namely VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. 2. Purpose and Intent: The Agreement establishes the purpose and intent of the merger, which is to combine the resources, expertise, and market presence of the involved entities to achieve greater operational efficiency, cost savings, and expansion opportunities. 3. Terms of Merger: This section outlines the specific terms and conditions of the merger, such as the exchange ratio of shares and any cash consideration, if applicable. It also includes the effective date of the merger and any regulatory approvals required. 4. Governance and Management: The Agreement addresses the governance and management structure of the merged entity. It may detail the composition of the board of directors, executive officers, and their roles and responsibilities. 5. Treatment of Stockholders: This section explains how the interests and rights of stockholders in each merging entity will be handled. It may cover matters concerning stock conversion, treatment of preferred stock, and any special considerations for minority stockholders. 6. Assets and Liabilities: The Agreement discusses the assets and liabilities of each merging entity and how they will be transferred, assumed, or allocated between the parties. This may include properties, licenses, contracts, and intellectual property rights. 7. Employee Matters: If there are employee implications, the Agreement addresses matters such as employee benefits, rights, and potential changes in employment terms resulting from the merger. 8. Representations and Warranties: The parties involved provide representations and warranties related to their respective businesses, assets, and liabilities. This assures that the information provided is accurate and complete. 9. Confidentiality and Non-Disclosure: The Agreement may include provisions to ensure the confidentiality of proprietary information and trade secrets during the merger negotiation and integration process. 10. Termination and Remedies: This section outlines the circumstances under which the Agreement can be terminated and the remedies available to the parties, such as damages or specific performance if there is a breach of the Agreement. It is worth noting that the naming convention VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. simply reflects hypothetical entities involved in the Rhode Island Agreement of Merger. In practice, the names of the actual companies engaged in a merger may differ.

Rhode Island 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. The Rhode Island Agreement of Merger is a legally binding document that outlines the terms and conditions for the merging of VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This merger aims to create a stronger and more efficient entity in the energy industry. Key terms and provisions covered in this Agreement include: 1. Parties Involved: The Agreement identifies the entities involved in the merger, namely VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. 2. Purpose and Intent: The Agreement establishes the purpose and intent of the merger, which is to combine the resources, expertise, and market presence of the involved entities to achieve greater operational efficiency, cost savings, and expansion opportunities. 3. Terms of Merger: This section outlines the specific terms and conditions of the merger, such as the exchange ratio of shares and any cash consideration, if applicable. It also includes the effective date of the merger and any regulatory approvals required. 4. Governance and Management: The Agreement addresses the governance and management structure of the merged entity. It may detail the composition of the board of directors, executive officers, and their roles and responsibilities. 5. Treatment of Stockholders: This section explains how the interests and rights of stockholders in each merging entity will be handled. It may cover matters concerning stock conversion, treatment of preferred stock, and any special considerations for minority stockholders. 6. Assets and Liabilities: The Agreement discusses the assets and liabilities of each merging entity and how they will be transferred, assumed, or allocated between the parties. This may include properties, licenses, contracts, and intellectual property rights. 7. Employee Matters: If there are employee implications, the Agreement addresses matters such as employee benefits, rights, and potential changes in employment terms resulting from the merger. 8. Representations and Warranties: The parties involved provide representations and warranties related to their respective businesses, assets, and liabilities. This assures that the information provided is accurate and complete. 9. Confidentiality and Non-Disclosure: The Agreement may include provisions to ensure the confidentiality of proprietary information and trade secrets during the merger negotiation and integration process. 10. Termination and Remedies: This section outlines the circumstances under which the Agreement can be terminated and the remedies available to the parties, such as damages or specific performance if there is a breach of the Agreement. It is worth noting that the naming convention VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. simply reflects hypothetical entities involved in the Rhode Island Agreement of Merger. In practice, the names of the actual companies engaged in a merger may differ.