South Dakota Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.

• Category: Corporations - Public - Stock
• State: Multi-State
• Control #: US-EG-9439
• Format: Word; Rich Text

Description

Stock Tender Agreement between EMC Corporation, Eagle Merger Corporation, Computer Concepts Corporation, James Cannavino, Dennis Murray and Charles Feld regarding the purchase of all issued and outstanding shares of common stock in regard to entering a Title: South Dakota Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al. Introduction: The South Dakota Stock Tender Agreement serves as a legal contract between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other relevant parties involved. This comprehensive agreement outlines the terms and conditions for the tender offer and acquisition of stock shares in South Dakota. The agreement ensures transparency, compliance, and fair treatment of all parties involved in the stock tender process. Key Concepts: 1. Stock Tender Offer: The agreement clarifies the terms and conditions under which EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or any other party may make an offer to purchase shares of stock in South Dakota-based companies. The agreement details the procedure, timeline, and requirements for such an offer. 2. Acceptance of the Tender Offer: This section explains the process by which the company receiving the tender offer responds to the offer and subsequent steps that need to be taken. It outlines the required documentation and any deadlines for acceptance or rejection. 3. Consideration for Stock Shares: The agreement highlights the consideration offered by EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or any other party making the tender offer for the stock shares. This could be in the form of cash, shares of another company, or any other agreed upon compensation. Clauses relating to the valuation, payment terms, and pricing mechanisms are detailed in this section. 4. Conditions Precedent: This section outlines the conditions that need to be fulfilled by the party making the tender offer before the agreement can move forward. These conditions may include regulatory approvals, shareholder approval, absence of substantial adverse changes, and other factors that affect the offer's viability. 5. Representations and Warranties: The agreement includes representations and warranties made by all parties involved. These statements affirm the accuracy of the information provided, the authority to enter into the agreement, and compliance with legal requirements. Types of South Dakota Stock Tender Agreements: 1. Cash Tender Offer Agreement: This type of agreement involves the offering party providing cash as consideration for the tendered stock shares. The agreement stipulates the price per share and the timeline for payment. 2. Stock-for-Stock Tender Offer Agreement: In this type of agreement, the offering party proposes exchanging the tendered stock shares for shares of another company. The agreement outlines the conversion ratio and other terms related to this exchange. 3. Mixed Tender Offer Agreement: This agreement combines both cash and stock components as consideration for the tendered stock shares. The agreement specifies the ratio of cash to stock and any additional terms related to the mixed offer. In conclusion, the South Dakota Stock Tender Agreement is a legally binding document that facilitates the process of acquiring stock shares between parties involved, such as EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al. The agreement covers various aspects, including tender offer procedures, consideration for stock shares, conditions precedent, and representations and warranties. Different types of agreements, such as cash, stock-for-stock, and mixed tender offer agreements, may be used depending on the parties' preferences and circumstances.

Title: South Dakota Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al. Introduction: The South Dakota Stock Tender Agreement serves as a legal contract between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other relevant parties involved. This comprehensive agreement outlines the terms and conditions for the tender offer and acquisition of stock shares in South Dakota. The agreement ensures transparency, compliance, and fair treatment of all parties involved in the stock tender process. Key Concepts: 1. Stock Tender Offer: The agreement clarifies the terms and conditions under which EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or any other party may make an offer to purchase shares of stock in South Dakota-based companies. The agreement details the procedure, timeline, and requirements for such an offer. 2. Acceptance of the Tender Offer: This section explains the process by which the company receiving the tender offer responds to the offer and subsequent steps that need to be taken. It outlines the required documentation and any deadlines for acceptance or rejection. 3. Consideration for Stock Shares: The agreement highlights the consideration offered by EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or any other party making the tender offer for the stock shares. This could be in the form of cash, shares of another company, or any other agreed upon compensation. Clauses relating to the valuation, payment terms, and pricing mechanisms are detailed in this section. 4. Conditions Precedent: This section outlines the conditions that need to be fulfilled by the party making the tender offer before the agreement can move forward. These conditions may include regulatory approvals, shareholder approval, absence of substantial adverse changes, and other factors that affect the offer's viability. 5. Representations and Warranties: The agreement includes representations and warranties made by all parties involved. These statements affirm the accuracy of the information provided, the authority to enter into the agreement, and compliance with legal requirements. Types of South Dakota Stock Tender Agreements: 1. Cash Tender Offer Agreement: This type of agreement involves the offering party providing cash as consideration for the tendered stock shares. The agreement stipulates the price per share and the timeline for payment. 2. Stock-for-Stock Tender Offer Agreement: In this type of agreement, the offering party proposes exchanging the tendered stock shares for shares of another company. The agreement outlines the conversion ratio and other terms related to this exchange. 3. Mixed Tender Offer Agreement: This agreement combines both cash and stock components as consideration for the tendered stock shares. The agreement specifies the ratio of cash to stock and any additional terms related to the mixed offer. In conclusion, the South Dakota Stock Tender Agreement is a legally binding document that facilitates the process of acquiring stock shares between parties involved, such as EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al. The agreement covers various aspects, including tender offer procedures, consideration for stock shares, conditions precedent, and representations and warranties. Different types of agreements, such as cash, stock-for-stock, and mixed tender offer agreements, may be used depending on the parties' preferences and circumstances.