Vermont 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 Vermont 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. is an essential legal document related to the merger between these companies. It outlines the terms, conditions, and procedures that both parties must adhere to during the merging process. This Agreement of Merger serves as a legally binding contract that ensures a smooth transition and consolidation of assets, operations, and resources. It is crucial for all parties involved to understand the different clauses and provisions within the agreement. Types of Vermont Agreement of Merger: 1. Asset Merger: In an asset merger, VP Oil, Inc. and Big Piney Oil and Gas Co. merge by transferring their assets and liabilities to a new entity. This agreement outlines the specific assets and liabilities being transferred, the valuation methods, and the responsibilities of each party. 2. Stock Merger: In a stock merger, VP Acquisition Corp. and Big Piney Acquisition Corp. merge by exchanging their stock shares to form a new unified company. The Agreement of Merger details the exchange ratio, the valuation of each company's stock, and the governance structure of the new entity. 3. Subsidiary Merger: In a subsidiary merger, National Energy Group, Inc. merges with one of the other companies, either VP Oil, Inc. or Big Piney Oil and Gas Co., by absorbing the subsidiary's operations and assets. The Agreement of Merger will establish the terms of the absorption, including the transfer of assets, liabilities, and the impact on shareholders and employees. Keywords: Vermont Agreement of Merger, VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., National Energy Group, Inc., merger, assets, liabilities, consolidation, operations, resources, contract, stock merger, asset merger, subsidiary merger, exchange ratio, valuation, governance structure, shareholders, employees.