West Virginia 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 The West Virginia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. is a legal document that outlines the terms and conditions of a merger between CP National Corp., All tel Corp., and All tel California, Inc. This agreement aims to combine and integrate the operations, assets, and businesses of the three companies in order to create a more efficient, competitive, and financially stable entity. Under this agreement, CP National Corp., All tel Corp., and All tel California, Inc. agree to merge their respective companies into a single entity. This merger is expected to result in synergies, improved market presence, and enhanced services for their customers. Key aspects of the agreement include: 1. Merger Consideration: The agreement details the exchange ratio and the value of the shares that CP National Corp., All tel Corp., and All tel California, Inc. receive in the merged entity. 2. Business Combination: The agreement outlines how the businesses of the three companies will be combined and integrated. It defines the organizational structure of the new entity, including the roles and responsibilities of key executives and employees. 3. Shareholder Rights: The agreement addresses the rights and obligations of the shareholders of CP National Corp., All tel Corp., and All tel California, Inc. It specifies the voting rights, dividend entitlements, and other privileges of the shareholders in the merged entity. 4. Regulatory Approvals: The agreement highlights that the merger is subject to regulatory approvals from relevant government bodies, ensuring compliance with antitrust and competition laws. 5. Representations and Warranties: The agreement provides representations and warranties made by CP National Corp., All tel Corp., and All tel California, Inc. These statements ensure the accuracy of information presented by each company and protect the interests of shareholders. 6. Closing Conditions: The agreement sets out the conditions that need to be fulfilled before the merger can be finalized. These conditions may include approvals from the boards of directors, regulatory bodies, and the satisfaction of other legal and financial requirements. It is important to note that the West Virginia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. may have different types or variations based on the specific circumstances and goals of the merger. These variations can include agreements related to mergers involving specific business sectors, geographical regions, or financial considerations. However, the general purpose of such agreements remains the same — to facilitate a smooth and legally compliant merger process.

The West Virginia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. is a legal document that outlines the terms and conditions of a merger between CP National Corp., All tel Corp., and All tel California, Inc. This agreement aims to combine and integrate the operations, assets, and businesses of the three companies in order to create a more efficient, competitive, and financially stable entity. Under this agreement, CP National Corp., All tel Corp., and All tel California, Inc. agree to merge their respective companies into a single entity. This merger is expected to result in synergies, improved market presence, and enhanced services for their customers. Key aspects of the agreement include: 1. Merger Consideration: The agreement details the exchange ratio and the value of the shares that CP National Corp., All tel Corp., and All tel California, Inc. receive in the merged entity. 2. Business Combination: The agreement outlines how the businesses of the three companies will be combined and integrated. It defines the organizational structure of the new entity, including the roles and responsibilities of key executives and employees. 3. Shareholder Rights: The agreement addresses the rights and obligations of the shareholders of CP National Corp., All tel Corp., and All tel California, Inc. It specifies the voting rights, dividend entitlements, and other privileges of the shareholders in the merged entity. 4. Regulatory Approvals: The agreement highlights that the merger is subject to regulatory approvals from relevant government bodies, ensuring compliance with antitrust and competition laws. 5. Representations and Warranties: The agreement provides representations and warranties made by CP National Corp., All tel Corp., and All tel California, Inc. These statements ensure the accuracy of information presented by each company and protect the interests of shareholders. 6. Closing Conditions: The agreement sets out the conditions that need to be fulfilled before the merger can be finalized. These conditions may include approvals from the boards of directors, regulatory bodies, and the satisfaction of other legal and financial requirements. It is important to note that the West Virginia Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc. may have different types or variations based on the specific circumstances and goals of the merger. These variations can include agreements related to mergers involving specific business sectors, geographical regions, or financial considerations. However, the general purpose of such agreements remains the same — to facilitate a smooth and legally compliant merger process.