Agreement of Merger between Bay-Micro Computers, Inc., a California corporation, and BMC Acquisition Corporation, a Delaware corporation, dated November 12, 1999. 4 pages.
Title: Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation Keywords: Washington, Merger Agreement, Bay Micro Computers, Inc., BMC Acquisition Corporation Introduction: The Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legal document that outlines the terms and conditions for merging the two companies. This merger agreement seeks to facilitate a smooth transition of assets, liabilities, and operations, ultimately enabling both entities to achieve enhanced growth and synergy in the competitive market. Under Washington state jurisdiction, there are different types of merger agreements that Bay Micro Computers, Inc. and BMC Acquisition Corporation may consider, including statutory merger, statutory conversion, and short-form merger. 1. Statutory Merger Agreement: The statutory merger agreement is a type of Washington merger agreement wherein Bay Micro Computers, Inc. combines with BMC Acquisition Corporation to form a single, centralized entity. This agreement entails a comprehensive consolidation of both companies' assets, liabilities, contracts, intellectual property, and goodwill into the newly merged entity. Through this merger, both entities streamline their operations, leverage their respective strengths, and create a more competitive edge in the market, which ultimately benefits shareholders and stakeholders. 2. Statutory Conversion Agreement: Another type of Washington merger agreement is the statutory conversion agreement, which allows Bay Micro Computers, Inc. to convert its legal structure into that of BMC Acquisition Corporation without undergoing an actual merger. This agreement involves changing Bay Micro Computers, Inc.'s organizational form, such as from a corporation to a limited liability company (LLC), while still maintaining its core business activities, operations, and objectives. 3. Short-Form Merger Agreement: A short-form merger agreement is an expedited process in Washington state that enables BMC Acquisition Corporation, as the parent company, to merge Bay Micro Computers, Inc., its subsidiary, without requiring the approval of the subsidiary's shareholders. Under this agreement, BMC Acquisition Corporation can acquire all the remaining shares of Bay Micro Computers, Inc. and integrate it fully into its own operations, creating increased operational efficiency and potential cost savings. Conclusion: The Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract that defines the terms of the merger process, aiming to ensure a successful integration of resources, operations, and objectives. The specific type of merger agreement chosen by the parties, whether a statutory merger, statutory conversion, or short-form merger, will depend on their strategic goals, organizational structures, and legal requirements. Overall, these agreements enable both entities to leverage their strengths, enhance competitiveness, and maximize shareholder value, fostering a mutually beneficial partnership.
Title: Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation Keywords: Washington, Merger Agreement, Bay Micro Computers, Inc., BMC Acquisition Corporation Introduction: The Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legal document that outlines the terms and conditions for merging the two companies. This merger agreement seeks to facilitate a smooth transition of assets, liabilities, and operations, ultimately enabling both entities to achieve enhanced growth and synergy in the competitive market. Under Washington state jurisdiction, there are different types of merger agreements that Bay Micro Computers, Inc. and BMC Acquisition Corporation may consider, including statutory merger, statutory conversion, and short-form merger. 1. Statutory Merger Agreement: The statutory merger agreement is a type of Washington merger agreement wherein Bay Micro Computers, Inc. combines with BMC Acquisition Corporation to form a single, centralized entity. This agreement entails a comprehensive consolidation of both companies' assets, liabilities, contracts, intellectual property, and goodwill into the newly merged entity. Through this merger, both entities streamline their operations, leverage their respective strengths, and create a more competitive edge in the market, which ultimately benefits shareholders and stakeholders. 2. Statutory Conversion Agreement: Another type of Washington merger agreement is the statutory conversion agreement, which allows Bay Micro Computers, Inc. to convert its legal structure into that of BMC Acquisition Corporation without undergoing an actual merger. This agreement involves changing Bay Micro Computers, Inc.'s organizational form, such as from a corporation to a limited liability company (LLC), while still maintaining its core business activities, operations, and objectives. 3. Short-Form Merger Agreement: A short-form merger agreement is an expedited process in Washington state that enables BMC Acquisition Corporation, as the parent company, to merge Bay Micro Computers, Inc., its subsidiary, without requiring the approval of the subsidiary's shareholders. Under this agreement, BMC Acquisition Corporation can acquire all the remaining shares of Bay Micro Computers, Inc. and integrate it fully into its own operations, creating increased operational efficiency and potential cost savings. Conclusion: The Washington Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding contract that defines the terms of the merger process, aiming to ensure a successful integration of resources, operations, and objectives. The specific type of merger agreement chosen by the parties, whether a statutory merger, statutory conversion, or short-form merger, will depend on their strategic goals, organizational structures, and legal requirements. Overall, these agreements enable both entities to leverage their strengths, enhance competitiveness, and maximize shareholder value, fostering a mutually beneficial partnership.