Franklin Ohio Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• County: Franklin
• Control #: US-EG-9050
• Format: Word; Rich Text

Description

Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 59 pages The Franklin Ohio Agreement and Plan of Merger is a legal document that outlines the terms and conditions for the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This comprehensive agreement serves as a blueprint for the consolidation of these companies, ensuring a smooth and efficient transition. The Franklin Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. aims to unite these entities into a single cohesive business, streamlining their operations and creating synergies to enhance their market position. This merger agreement is crucial in fostering growth and capitalizing on opportunities in the digital space. Key elements and provisions covered in the Franklin Ohio Agreement and Plan of Merger include: 1. Terms and Conditions: The agreement defines the terms and conditions of the merger, including the financial aspects, such as the exchange ratio for the stockholders, cash considerations, and the overall valuation of the companies involved. 2. Governance and Management: It establishes the corporate structure of the merged entity, including the composition of the board of directors, executive management roles, and decision-making processes. 3. Assets and Liabilities: The agreement outlines how the assets and liabilities of each merging company will be transferred and allocated. This includes intellectual property rights, real estate, contracts, debts, and other obligations. 4. Employee Matters: Employee-related provisions address the treatment and integration of employees from the merging companies, including benefits, severance packages, and potential workforce restructuring. 5. Regulatory Approvals: The agreement acknowledges that obtaining regulatory approvals from relevant authorities is crucial for the completion of the merger. It may outline specific regulatory conditions that must be met before the merger can take effect. 6. Closing Conditions: This section details the various conditions that must be satisfied for the merger to be finalized, such as stockholder approvals, third-party consents, and the absence of material adverse changes. 7. Termination and Remedies: The Franklin Ohio Agreement and Plan of Merger includes provisions that allow for termination of the agreement under certain circumstances, such as failure to obtain necessary approvals or breach of material terms. It also establishes the remedies and potential financial penalties in the case of such terminations. While the Franklin Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a specific merger agreement, it may have different types or variations depending on the specific circumstances of the merger. These variations can arise from factors such as the structure of the merger, the industries involved, or regulatory requirements. However, the primary objective of such agreements remains the same — to facilitate the smooth and successful merger of companies while protecting the interests of all parties involved.

The Franklin Ohio Agreement and Plan of Merger is a legal document that outlines the terms and conditions for the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This comprehensive agreement serves as a blueprint for the consolidation of these companies, ensuring a smooth and efficient transition. The Franklin Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. aims to unite these entities into a single cohesive business, streamlining their operations and creating synergies to enhance their market position. This merger agreement is crucial in fostering growth and capitalizing on opportunities in the digital space. Key elements and provisions covered in the Franklin Ohio Agreement and Plan of Merger include: 1. Terms and Conditions: The agreement defines the terms and conditions of the merger, including the financial aspects, such as the exchange ratio for the stockholders, cash considerations, and the overall valuation of the companies involved. 2. Governance and Management: It establishes the corporate structure of the merged entity, including the composition of the board of directors, executive management roles, and decision-making processes. 3. Assets and Liabilities: The agreement outlines how the assets and liabilities of each merging company will be transferred and allocated. This includes intellectual property rights, real estate, contracts, debts, and other obligations. 4. Employee Matters: Employee-related provisions address the treatment and integration of employees from the merging companies, including benefits, severance packages, and potential workforce restructuring. 5. Regulatory Approvals: The agreement acknowledges that obtaining regulatory approvals from relevant authorities is crucial for the completion of the merger. It may outline specific regulatory conditions that must be met before the merger can take effect. 6. Closing Conditions: This section details the various conditions that must be satisfied for the merger to be finalized, such as stockholder approvals, third-party consents, and the absence of material adverse changes. 7. Termination and Remedies: The Franklin Ohio Agreement and Plan of Merger includes provisions that allow for termination of the agreement under certain circumstances, such as failure to obtain necessary approvals or breach of material terms. It also establishes the remedies and potential financial penalties in the case of such terminations. While the Franklin Ohio Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. is a specific merger agreement, it may have different types or variations depending on the specific circumstances of the merger. These variations can arise from factors such as the structure of the merger, the industries involved, or regulatory requirements. However, the primary objective of such agreements remains the same — to facilitate the smooth and successful merger of companies while protecting the interests of all parties involved.