San Jose California Agreement and Plan of Merger between America Online, Inc., MQ Acquisition, Inc. and Mapquest.Com, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• City: San Jose
• 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 San Jose California Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. refers to a legal agreement and acquisition plan executed by these three entities. This particular agreement and plan of merger pertains specifically to the merger of America Online, Inc. and MapQuest. Com, Inc. facilitated by ME Acquisition, Inc. The purpose of this agreement is to outline the terms, conditions, and provisions for the merger between America Online, Inc. and MapQuest. Com, Inc., based in San Jose, California. This merger aims to combine the strengths, resources, and technologies of both companies to enhance their market position, expand their service offerings, and drive greater shareholder value. Key provisions covered in the San Jose Agreement and Plan of Merger may include: 1. Merger Structure: It defines how the merger will be structured, whether as a stock swap, cash payment, or a combination of both. 2. Consideration: This section outlines the exchange ratio or purchase price, detailing how and when the shares or cash will be distributed to the shareholders of the merging companies. 3. Representations and Warranties: Both companies make various representations and warranties regarding their financial condition, assets, liabilities, intellectual property, contracts, legal compliance, and other essential aspects. 4. Conditions to Closing: The agreement specifies the conditions that must be fulfilled for the merger to be completed, such as obtaining regulatory approvals, shareholder consent, and compliance with applicable laws. 5. Employee Matters: It addresses the treatment of employees following the merger, including retention, severance, and benefit plans. 6. Governance: This section outlines the post-merger governance structure, including the composition of the board of directors and management positions of the combined entity. 7. Confidentiality and Non-Disclosure: It ensures that all parties involved maintain the confidentiality of proprietary information and trade secrets during the merger process. 8. Termination and Amendment: The agreement includes provisions detailing circumstances under which the merger may be terminated or amended, along with the consequences of such actions. It's important to note that the San Jose California Agreement and Plan of Merger may vary in its terms and conditions based on the specific circumstances and intent of the merging parties.

The San Jose California Agreement and Plan of Merger between America Online, Inc., ME Acquisition, Inc., and MapQuest. Com, Inc. refers to a legal agreement and acquisition plan executed by these three entities. This particular agreement and plan of merger pertains specifically to the merger of America Online, Inc. and MapQuest. Com, Inc. facilitated by ME Acquisition, Inc. The purpose of this agreement is to outline the terms, conditions, and provisions for the merger between America Online, Inc. and MapQuest. Com, Inc., based in San Jose, California. This merger aims to combine the strengths, resources, and technologies of both companies to enhance their market position, expand their service offerings, and drive greater shareholder value. Key provisions covered in the San Jose Agreement and Plan of Merger may include: 1. Merger Structure: It defines how the merger will be structured, whether as a stock swap, cash payment, or a combination of both. 2. Consideration: This section outlines the exchange ratio or purchase price, detailing how and when the shares or cash will be distributed to the shareholders of the merging companies. 3. Representations and Warranties: Both companies make various representations and warranties regarding their financial condition, assets, liabilities, intellectual property, contracts, legal compliance, and other essential aspects. 4. Conditions to Closing: The agreement specifies the conditions that must be fulfilled for the merger to be completed, such as obtaining regulatory approvals, shareholder consent, and compliance with applicable laws. 5. Employee Matters: It addresses the treatment of employees following the merger, including retention, severance, and benefit plans. 6. Governance: This section outlines the post-merger governance structure, including the composition of the board of directors and management positions of the combined entity. 7. Confidentiality and Non-Disclosure: It ensures that all parties involved maintain the confidentiality of proprietary information and trade secrets during the merger process. 8. Termination and Amendment: The agreement includes provisions detailing circumstances under which the merger may be terminated or amended, along with the consequences of such actions. It's important to note that the San Jose California Agreement and Plan of Merger may vary in its terms and conditions based on the specific circumstances and intent of the merging parties.