Los Angeles California Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Los Angeles
• Control #: US-CC-12-1047
• Format: Word; Rich Text

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 The Los Angeles California Agreement and Plan of Merger refers to a legal document outlining the terms and conditions for the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Los Angeles, California. This agreement is crucial in facilitating the consolidation of these entities and establishing the framework for the merger process. The primary purpose of the Los Angeles California Agreement and Plan of Merger is to outline the rights, responsibilities, and obligations of each merging entity involved. It outlines the specifics of the transaction, including the terms of the merger, the allocation of assets and liabilities, the formation of the new entity, and any special agreements between the involved parties. Some common types of Los Angeles California Agreement and Plan of Merger include: 1. Asset Merger: This type of merger involves the transfer or consolidation of the assets from one entity to another. The assets can include intellectual property, physical property, contracts, or any other valuable assets. The agreement will detail how these assets are valued, allocated, and shared among the merging entities. 2. Stock Merger: In a stock merger, the merging entities combine their stocks or shares, resulting in a new entity with different ownership proportions. The agreement will outline the exchange ratio or the shareholding structure of the new entity. It will also specify any additional agreements related to shareholders' rights, voting rights, or dividends. 3. Cash Merger: In a cash merger, one entity acquires another by providing a cash payment to the shareholders of the acquired entity. The agreement will detail the cash consideration, the payment terms, and any other financial arrangements associated with the transaction. 4. Statutory Merger: A statutory merger involves merging two or more entities into a single surviving entity, which obtains all the rights, assets, and liabilities of the merging entities. This type of merger requires compliance with specific legal procedures and usually involves the approval of shareholders and regulatory authorities. The Los Angeles California Agreement and Plan of Merger is a vital legal document that ensures a smooth and regulated merger process between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Los Angeles, California. It provides a detailed framework for the transaction, protecting the interests of all parties involved and serving as a reference point for any future disputes or legal proceedings.

The Los Angeles California Agreement and Plan of Merger refers to a legal document outlining the terms and conditions for the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Los Angeles, California. This agreement is crucial in facilitating the consolidation of these entities and establishing the framework for the merger process. The primary purpose of the Los Angeles California Agreement and Plan of Merger is to outline the rights, responsibilities, and obligations of each merging entity involved. It outlines the specifics of the transaction, including the terms of the merger, the allocation of assets and liabilities, the formation of the new entity, and any special agreements between the involved parties. Some common types of Los Angeles California Agreement and Plan of Merger include: 1. Asset Merger: This type of merger involves the transfer or consolidation of the assets from one entity to another. The assets can include intellectual property, physical property, contracts, or any other valuable assets. The agreement will detail how these assets are valued, allocated, and shared among the merging entities. 2. Stock Merger: In a stock merger, the merging entities combine their stocks or shares, resulting in a new entity with different ownership proportions. The agreement will outline the exchange ratio or the shareholding structure of the new entity. It will also specify any additional agreements related to shareholders' rights, voting rights, or dividends. 3. Cash Merger: In a cash merger, one entity acquires another by providing a cash payment to the shareholders of the acquired entity. The agreement will detail the cash consideration, the payment terms, and any other financial arrangements associated with the transaction. 4. Statutory Merger: A statutory merger involves merging two or more entities into a single surviving entity, which obtains all the rights, assets, and liabilities of the merging entities. This type of merger requires compliance with specific legal procedures and usually involves the approval of shareholders and regulatory authorities. The Los Angeles California Agreement and Plan of Merger is a vital legal document that ensures a smooth and regulated merger process between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Los Angeles, California. It provides a detailed framework for the transaction, protecting the interests of all parties involved and serving as a reference point for any future disputes or legal proceedings.