Wisconsin Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9050
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 59 pages Title: Understanding the Wisconsin Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. Introduction: The Wisconsin Agreement and Plan of Merger between America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest. Com, Inc. is a legally binding document that outlines the terms and conditions governing the merging of these entities. This comprehensive agreement is designed to ensure a smooth transition and consolidation of resources, facilitating growth and synergy within the Wisconsin market. This article will provide a detailed description of the agreement and shed light on any possible variations. 1. Background: The Wisconsin Agreement and Plan of Merger between AOL, ME Acquisition, Inc., and MapQuest. Com, Inc. primarily focuses on the merger between ME Acquisition, Inc. and MapQuest. Com, Inc. initiated by AOL. It aims to align operations, maximize efficiencies, and capitalize on their respective strengths to become a prominent force within the Wisconsin market. 2. Key Objectives: The agreement outlines the fundamental goals of the merger, including enhancing customer experience, expanding market presence, increasing market share, and diversifying service offerings. By leveraging AOL's expertise, ME Acquisition, Inc., and MapQuest. Com, Inc. seek to accelerate growth, improve profitability, and secure a strong competitive position in Wisconsin. 3. Merger Consideration: In this section, the agreement details the specifics of the merger, including the exchange ratio of shares, valuation of the companies, and other financial aspects. It also covers any adjustments or safeguards to ensure fairness and transparency for stakeholders from all entities involved. 4. Integration and Governance: To ensure a seamless integration and a clear organizational structure, the agreement defines the roles, responsibilities, and reporting lines of the merged companies' executives. It aims to establish a framework for effective decision-making, governance, and accountability across all levels. 5. Intellectual Property and Technology: This segment details the treatment and management of intellectual property, proprietary technology, and valuable assets owned by each participating entity. It addresses the use, licensing, and ownership of various intellectual property rights concerning software, patents, trademarks, or any other technology assets. 6. Employees and Human Resources: The agreement highlights any provisions pertaining to employees' treatment, including their roles, rights, benefits, and post-merger considerations. It may address employment terms, potential severance packages, retention plans, and any necessary communication strategies to ensure a smooth transition for all employees involved. Variations of the Wisconsin Agreement and Plan of Merger: — Basic Wisconsin Agreement and Plan of Merger: This refers to the standard agreement incorporating the core terms discussed in the sections above. — Customized or Amended Wisconsin Agreement and Plan of Merger: This variation may occur when specific circumstances or regulatory requirements necessitate modifications to the agreement's standard provisions. Such alterations can address unique challenges, legal frameworks, or market dynamics affecting the merger. — Supplementary Wisconsin Agreement and Plan of Merger: In certain cases, additional agreements may be drafted to address any unresolved issues or add further clarity to certain aspects not covered comprehensively in the primary agreement. These supplementary agreements act as legal addendums, binding parties to specific terms that supplement the original agreement. Conclusion: The Wisconsin Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. serves as a crucial tool to facilitate a successful merger, enabling the entities involved to leverage their strengths, drive growth, and enhance value within the Wisconsin market. By understanding the agreement's various components and potential variations, all parties can navigate the merger process effectively and ensure a positive outcome.

Title: Understanding the Wisconsin Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. Introduction: The Wisconsin Agreement and Plan of Merger between America Online, Inc. (AOL), ME Acquisition, Inc., and MapQuest. Com, Inc. is a legally binding document that outlines the terms and conditions governing the merging of these entities. This comprehensive agreement is designed to ensure a smooth transition and consolidation of resources, facilitating growth and synergy within the Wisconsin market. This article will provide a detailed description of the agreement and shed light on any possible variations. 1. Background: The Wisconsin Agreement and Plan of Merger between AOL, ME Acquisition, Inc., and MapQuest. Com, Inc. primarily focuses on the merger between ME Acquisition, Inc. and MapQuest. Com, Inc. initiated by AOL. It aims to align operations, maximize efficiencies, and capitalize on their respective strengths to become a prominent force within the Wisconsin market. 2. Key Objectives: The agreement outlines the fundamental goals of the merger, including enhancing customer experience, expanding market presence, increasing market share, and diversifying service offerings. By leveraging AOL's expertise, ME Acquisition, Inc., and MapQuest. Com, Inc. seek to accelerate growth, improve profitability, and secure a strong competitive position in Wisconsin. 3. Merger Consideration: In this section, the agreement details the specifics of the merger, including the exchange ratio of shares, valuation of the companies, and other financial aspects. It also covers any adjustments or safeguards to ensure fairness and transparency for stakeholders from all entities involved. 4. Integration and Governance: To ensure a seamless integration and a clear organizational structure, the agreement defines the roles, responsibilities, and reporting lines of the merged companies' executives. It aims to establish a framework for effective decision-making, governance, and accountability across all levels. 5. Intellectual Property and Technology: This segment details the treatment and management of intellectual property, proprietary technology, and valuable assets owned by each participating entity. It addresses the use, licensing, and ownership of various intellectual property rights concerning software, patents, trademarks, or any other technology assets. 6. Employees and Human Resources: The agreement highlights any provisions pertaining to employees' treatment, including their roles, rights, benefits, and post-merger considerations. It may address employment terms, potential severance packages, retention plans, and any necessary communication strategies to ensure a smooth transition for all employees involved. Variations of the Wisconsin Agreement and Plan of Merger: — Basic Wisconsin Agreement and Plan of Merger: This refers to the standard agreement incorporating the core terms discussed in the sections above. — Customized or Amended Wisconsin Agreement and Plan of Merger: This variation may occur when specific circumstances or regulatory requirements necessitate modifications to the agreement's standard provisions. Such alterations can address unique challenges, legal frameworks, or market dynamics affecting the merger. — Supplementary Wisconsin Agreement and Plan of Merger: In certain cases, additional agreements may be drafted to address any unresolved issues or add further clarity to certain aspects not covered comprehensively in the primary agreement. These supplementary agreements act as legal addendums, binding parties to specific terms that supplement the original agreement. Conclusion: The Wisconsin Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. serves as a crucial tool to facilitate a successful merger, enabling the entities involved to leverage their strengths, drive growth, and enhance value within the Wisconsin market. By understanding the agreement's various components and potential variations, all parties can navigate the merger process effectively and ensure a positive outcome.