Chicago Illinois Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• City: Chicago
• 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 Chicago Illinois 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. The agreement is designed to facilitate the consolidation of these companies, ensuring the smooth transition of assets, liabilities, and business operations. Key terms and provisions included in the Chicago Illinois Agreement of Merger include: 1. Parties involved: CP National Corp., All tel Corp., and All tel California, Inc. are the main participants in the merger. 2. Purpose: The agreement sets forth the intentions and objectives of the merger, such as combining resources, expanding market reach, and increasing efficiency. 3. Effective date: The agreement specifies the date on which the merger becomes legally effective. 4. Assets and liabilities: It outlines the transfer of assets and liabilities from the merging parties to the new entity resulting from the merger. 5. Stock exchange: If the merger involves the exchange of stock, the agreement will detail the exchange ratio and the type of stock to be issued. 6. Management and governance: The agreement addresses the composition of the new entity's board of directors, executive management, and their respective roles and responsibilities. 7. Employee matters: The agreement covers the treatment of employees of the merging companies, such as their rights, benefits, and potential reassignment or termination. 8. Intellectual property: Any intellectual property owned by the merging parties, including patents, trademarks, and copyrights, will be addressed in the agreement. 9. Regulatory approvals: The agreement acknowledges that the merger may be subject to various regulatory approvals, such as those from government agencies, shareholders, and industry-specific bodies. 10. Termination clause: The agreement may include provisions for terminating the merger under certain conditions, such as the failure to obtain necessary approvals or breaches of representations and warranties. As for different types of Chicago Illinois Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., it should be noted that the specific terms and conditions can vary depending on the nature of the merger, the industry involved, and other factors. Some potential variations may include vertical mergers, where two companies operating in different stages of the supply chain merge, or horizontal mergers, where two companies in the same industry and market combine. However, without specific details about the merger in question, it is not possible to provide a comprehensive list of different types.

Chicago Illinois 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. The agreement is designed to facilitate the consolidation of these companies, ensuring the smooth transition of assets, liabilities, and business operations. Key terms and provisions included in the Chicago Illinois Agreement of Merger include: 1. Parties involved: CP National Corp., All tel Corp., and All tel California, Inc. are the main participants in the merger. 2. Purpose: The agreement sets forth the intentions and objectives of the merger, such as combining resources, expanding market reach, and increasing efficiency. 3. Effective date: The agreement specifies the date on which the merger becomes legally effective. 4. Assets and liabilities: It outlines the transfer of assets and liabilities from the merging parties to the new entity resulting from the merger. 5. Stock exchange: If the merger involves the exchange of stock, the agreement will detail the exchange ratio and the type of stock to be issued. 6. Management and governance: The agreement addresses the composition of the new entity's board of directors, executive management, and their respective roles and responsibilities. 7. Employee matters: The agreement covers the treatment of employees of the merging companies, such as their rights, benefits, and potential reassignment or termination. 8. Intellectual property: Any intellectual property owned by the merging parties, including patents, trademarks, and copyrights, will be addressed in the agreement. 9. Regulatory approvals: The agreement acknowledges that the merger may be subject to various regulatory approvals, such as those from government agencies, shareholders, and industry-specific bodies. 10. Termination clause: The agreement may include provisions for terminating the merger under certain conditions, such as the failure to obtain necessary approvals or breaches of representations and warranties. As for different types of Chicago Illinois Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., it should be noted that the specific terms and conditions can vary depending on the nature of the merger, the industry involved, and other factors. Some potential variations may include vertical mergers, where two companies operating in different stages of the supply chain merge, or horizontal mergers, where two companies in the same industry and market combine. However, without specific details about the merger in question, it is not possible to provide a comprehensive list of different types.