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Agreement and Plan of Merger by The News Corporation Ltd...

Dallas Texas Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

Name: Dallas Texas Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media
Brand: US Legal Forms
Rating: 4.77 (241 reviews)

Category:

Corporations - Mergers and Acquisitions

State:

Multi-State

County:

Dallas

Control #:

US-CC-12-1047

Format:

Instant download

Description

12-1047 12-1047 . . . Agreement and Plan of Merger for merger of corporation with wholly-owned subsidiary of unrelated company (Surviving Company) and conversion of each share of Disappearing Company common stock into right to receive that number of American Depositary Shares (ADS), each of which represents four Preferred Limited Voting Ordinary Shares of Surviving Company, equal to quotient of (a) $20.50 divided by (b) average of daily closing prices of Preferred ADS on New York Stock Exchange Composite Tape on the twenty consecutive trading days ending on day which is five business days prior to date of Special Stockholders Meeting

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FAQ

Acquisition agreement means the agreement, including a sales agreement, between the seller and purchaser outlining the terms and conditions of the acquisition. Acquisition agreements also include any other agreements, such as options and subsidiary agreements relating to terms of the transaction.

A merger agreement definition is a legal contract governing the combination of two companies into a single business entity. Negotiating a Merger Agreement. Price and Consideration. Holdback or Escrow. Representations and Warranties.

MERGER & CONSOLIDATION: PROCEDURE Short-Form Merger: A merger between a parent and a subsidiary (at least 90% owned by the parent) which can be accomplished without shareholder approval.

The investor should get to know the nature of the merger, key information concerning the other company involved, the types of benefits that shareholders are receiving, which company is in control of the deal, and any other relevant financial and non-financial considerations.

If the company changes owners in whole or in part, it is still the same company and this will not terminate any contracts. If, instead, the company sells its business (which is an asset of the company that it can sell like a car or a building), then the contracts are transferred as part of that sale.

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

A merger clause is a common provision that is found in many contracts. It makes clear that the written contract is the complete agreement between the parties as to a specific transaction, and any other agreement between the contract parties is superseded by the written contract.

Prospectus. When new shares are issued as part of a merger or exchange offer, a registration statement (S-4) will be filed by the acquirer, requesting that the acquirer's own shareholders approve the issuance of shares.

The definition of an acquisition is the act of getting or receiving something, or the item that was received. An example of an acquisition is the purchase of a house.

Dallas Texas Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

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What is an Acquisition agreement?

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Interesting Questions

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