San Diego California Agreement of Merger by CP National Corp., Alltel Corp., and Alltel California, Inc.

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: San Diego
• 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 San Diego California Agreement of Merger, involving CP National Corp., All tel Corp., and All tel California, Inc., is a pivotal legal document that outlines the terms and conditions surrounding the merger between the three entities. This agreement is essential in ensuring a smooth transition and consolidation of resources, operations, and interests. Key terms and keywords related to the San Diego California Agreement of Merger may include: 1. Merger: The agreement describes the merger process, where two or more companies combine to form a single entity. 2. CP National Corp.: CP National Corp. is one of the merging parties involved in the agreement. It is a company based in San Diego, California, active in a specific industry. 3. All tel Corp.: All tel Corp. is another merging party based somewhere other than San Diego, California. The agreement will encompass the merger between All tel Corp. and CP National Corp. 4. All tel California, Inc.: All tel California, Inc., is the specific entity based in California that is a part of this merger agreement. It could be a subsidiary or a distinct division of All tel Corp., specifically catering to the California market. 5. Entity consolidation: The agreement outlines the process of consolidating the assets, resources, and operations of the merging entities into a single entity. 6. Shareholders' interests: It delineates the protection and treatment of shareholders' interests and rights in the merged entity. 7. Asset transfer: The agreement details the transfer of assets, including intellectual property, trademarks, licenses, contracts, and physical properties, from the merging parties to the new entity. 8. Operations and management: It establishes the protocol and structure for ongoing operations, management, and decision-making processes in the merged entity. 9. Legal compliance: The agreement ensures compliance with legal and regulatory requirements during the merger process. 10. Financial considerations: It covers financial aspects such as the exchange of stocks, merger costs, dividends, tax implications, and any cash or stock payments made to the stakeholders. While this description primarily pertains to a general San Diego California Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., it is worth noting that specific types or variations of agreements within this context could exist based on the individual circumstances of each merger or acquisition process.

The San Diego California Agreement of Merger, involving CP National Corp., All tel Corp., and All tel California, Inc., is a pivotal legal document that outlines the terms and conditions surrounding the merger between the three entities. This agreement is essential in ensuring a smooth transition and consolidation of resources, operations, and interests. Key terms and keywords related to the San Diego California Agreement of Merger may include: 1. Merger: The agreement describes the merger process, where two or more companies combine to form a single entity. 2. CP National Corp.: CP National Corp. is one of the merging parties involved in the agreement. It is a company based in San Diego, California, active in a specific industry. 3. All tel Corp.: All tel Corp. is another merging party based somewhere other than San Diego, California. The agreement will encompass the merger between All tel Corp. and CP National Corp. 4. All tel California, Inc.: All tel California, Inc., is the specific entity based in California that is a part of this merger agreement. It could be a subsidiary or a distinct division of All tel Corp., specifically catering to the California market. 5. Entity consolidation: The agreement outlines the process of consolidating the assets, resources, and operations of the merging entities into a single entity. 6. Shareholders' interests: It delineates the protection and treatment of shareholders' interests and rights in the merged entity. 7. Asset transfer: The agreement details the transfer of assets, including intellectual property, trademarks, licenses, contracts, and physical properties, from the merging parties to the new entity. 8. Operations and management: It establishes the protocol and structure for ongoing operations, management, and decision-making processes in the merged entity. 9. Legal compliance: The agreement ensures compliance with legal and regulatory requirements during the merger process. 10. Financial considerations: It covers financial aspects such as the exchange of stocks, merger costs, dividends, tax implications, and any cash or stock payments made to the stakeholders. While this description primarily pertains to a general San Diego California Agreement of Merger by CP National Corp., All tel Corp., and All tel California, Inc., it is worth noting that specific types or variations of agreements within this context could exist based on the individual circumstances of each merger or acquisition process.