Fulton Georgia Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• County: Fulton
• 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 Fulton Georgia Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement aims to provide a comprehensive framework for the merger, ensuring a smooth transition and successful integration of the companies involved. The key parties involved in this agreement are America Online, Inc. (a well-known internet service provider), ME Acquisition, Inc. (a subsidiary or affiliate of America Online), and MapQuest. Com, Inc. (a popular online mapping and navigation service). The primary purpose of this merger is to combine the strengths and resources of the three companies to enhance their competitive advantage, expand their market reach, and optimize operational efficiency. The Fulton Georgia Agreement and Plan of Merger sets out the following important aspects: 1. Definitions: This section clearly defines the terms and phrases used throughout the agreement to avoid any ambiguities. 2. Merger Consideration: It specifies the compensation or consideration to be provided to the shareholders and stockholders of MapQuest. Com, Inc. upon the successful completion of the merger. This often includes a combination of cash, stock, or other securities. 3. Exchange Ratio: This defines the ratio at which the shares of MapQuest. Com, Inc. will be converted into shares of America Online, Inc. or ME Acquisition, Inc. 4. Representations and Warranties: Both parties make certain representations and warranties to each other to showcase their ownership of assets, legal compliance, financial statements, and intellectual property rights. These provide assurance and mitigate risks associated with the merger. 5. Covenants: This section outlines the obligations and commitments of each party during the transition and integration period. It may include restrictions on business operations, non-disclosure agreements, and provisions for seeking necessary approvals and consents. 6. Conditions to Closing: These are the requirements that must be met before the merger can be finalized. Examples could include regulatory approvals, consents from related parties, and the absence of any material adverse changes in the companies' financial condition. 7. Termination: The agreement typically includes provisions that allow either party to terminate the merger under certain circumstances, such as the failure to obtain necessary approvals or breach of material representations. It's worth noting that while the specific details of the Fulton Georgia Agreement and Plan of Merger may vary, depending on the circumstances and intentions of the parties involved, the key elements mentioned above are typically present in such agreements.

The Fulton Georgia Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. This agreement aims to provide a comprehensive framework for the merger, ensuring a smooth transition and successful integration of the companies involved. The key parties involved in this agreement are America Online, Inc. (a well-known internet service provider), ME Acquisition, Inc. (a subsidiary or affiliate of America Online), and MapQuest. Com, Inc. (a popular online mapping and navigation service). The primary purpose of this merger is to combine the strengths and resources of the three companies to enhance their competitive advantage, expand their market reach, and optimize operational efficiency. The Fulton Georgia Agreement and Plan of Merger sets out the following important aspects: 1. Definitions: This section clearly defines the terms and phrases used throughout the agreement to avoid any ambiguities. 2. Merger Consideration: It specifies the compensation or consideration to be provided to the shareholders and stockholders of MapQuest. Com, Inc. upon the successful completion of the merger. This often includes a combination of cash, stock, or other securities. 3. Exchange Ratio: This defines the ratio at which the shares of MapQuest. Com, Inc. will be converted into shares of America Online, Inc. or ME Acquisition, Inc. 4. Representations and Warranties: Both parties make certain representations and warranties to each other to showcase their ownership of assets, legal compliance, financial statements, and intellectual property rights. These provide assurance and mitigate risks associated with the merger. 5. Covenants: This section outlines the obligations and commitments of each party during the transition and integration period. It may include restrictions on business operations, non-disclosure agreements, and provisions for seeking necessary approvals and consents. 6. Conditions to Closing: These are the requirements that must be met before the merger can be finalized. Examples could include regulatory approvals, consents from related parties, and the absence of any material adverse changes in the companies' financial condition. 7. Termination: The agreement typically includes provisions that allow either party to terminate the merger under certain circumstances, such as the failure to obtain necessary approvals or breach of material representations. It's worth noting that while the specific details of the Fulton Georgia Agreement and Plan of Merger may vary, depending on the circumstances and intentions of the parties involved, the key elements mentioned above are typically present in such agreements.