Utah Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1384JF
• Format: Word; Rich Text

Description

12-1384JF 12-1384JF . . . Agreement of Merger for (a) merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986 Title: Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. Keywords: Utah Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., terms, benefits, merger process, legal document Description: The Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. exemplifies a strategic consolidation between three prominent entities within the telecommunications' industry. This legal document outlines the terms, conditions, and benefits associated with this merger, ensuring a comprehensive understanding of the transition for relevant stakeholders. Types of Utah Agreement of Merger: 1. Utah Agreement of Merger — CP National Corpanalltellel Corp.: This type of merger agreement primarily focuses on the consolidation of CP National Corp. and All tel Corp., both well-established telecom companies. It highlights key aspects such as the exchange of shares, capital structure, and managerial integration strategies. 2. Utah Agreement of Merger All telel Corp. and Alltel California, Inc.: This merger agreement pertains specifically to the merging of All tel Corp., a telecommunications giant, with All tel California, Inc., a subsidiary operating in the state of California. It intricately outlines the transfer of assets, liabilities, and customer contracts, along with regulatory compliance and operational synergies. Key Elements of the Utah Agreement of Merger: 1. Introduction and Background: Describes the participating parties, their background, purpose, and overall scope of the merger agreement. 2. Terms and Conditions: Includes details of the legal, financial, and managerial aspects of the merger, defining the roles and responsibilities of each party involved. It specifies any required approvals and consents necessary for completing the merger process. 3. Merger Consideration: Outlines the terms of the share exchange or purchase prices, including any potential cash payments, assets transfer, or stock issuance between the parties involved. 4. Effect on Stockholders: Explains the impact of the merger on the stockholders of the participating companies, including potential tax implications and voting rights. 5. Operational Matters: Addresses the operational and administrative areas, such as asset assessment, intellectual property, licensing, and regulatory compliance. 6. Employee Matters: Details how the merger will affect the employees, including transition plans, benefits continuation, and potential redundancies or reassignments. 7. Conditions Precedent and Closing: Specifies the conditions necessary to complete the merger, including external approvals, regulatory clearances, and any specific timelines or obligations pertaining to the closing process. The Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., represents a significant development in the telecom industry, aiming to achieve operational synergies, expand market presence, and ultimately create value for shareholders and customers.

Title: Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. Keywords: Utah Agreement of Merger, CP National Corp., All tel Corp., All tel California, Inc., terms, benefits, merger process, legal document Description: The Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. exemplifies a strategic consolidation between three prominent entities within the telecommunications' industry. This legal document outlines the terms, conditions, and benefits associated with this merger, ensuring a comprehensive understanding of the transition for relevant stakeholders. Types of Utah Agreement of Merger: 1. Utah Agreement of Merger — CP National Corpanalltellel Corp.: This type of merger agreement primarily focuses on the consolidation of CP National Corp. and All tel Corp., both well-established telecom companies. It highlights key aspects such as the exchange of shares, capital structure, and managerial integration strategies. 2. Utah Agreement of Merger All telel Corp. and Alltel California, Inc.: This merger agreement pertains specifically to the merging of All tel Corp., a telecommunications giant, with All tel California, Inc., a subsidiary operating in the state of California. It intricately outlines the transfer of assets, liabilities, and customer contracts, along with regulatory compliance and operational synergies. Key Elements of the Utah Agreement of Merger: 1. Introduction and Background: Describes the participating parties, their background, purpose, and overall scope of the merger agreement. 2. Terms and Conditions: Includes details of the legal, financial, and managerial aspects of the merger, defining the roles and responsibilities of each party involved. It specifies any required approvals and consents necessary for completing the merger process. 3. Merger Consideration: Outlines the terms of the share exchange or purchase prices, including any potential cash payments, assets transfer, or stock issuance between the parties involved. 4. Effect on Stockholders: Explains the impact of the merger on the stockholders of the participating companies, including potential tax implications and voting rights. 5. Operational Matters: Addresses the operational and administrative areas, such as asset assessment, intellectual property, licensing, and regulatory compliance. 6. Employee Matters: Details how the merger will affect the employees, including transition plans, benefits continuation, and potential redundancies or reassignments. 7. Conditions Precedent and Closing: Specifies the conditions necessary to complete the merger, including external approvals, regulatory clearances, and any specific timelines or obligations pertaining to the closing process. The Utah Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., represents a significant development in the telecom industry, aiming to achieve operational synergies, expand market presence, and ultimately create value for shareholders and customers.