Chicago Illinois Merger Agreement between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• City: Chicago
• Control #: US-EG-9181
• Format: Word; Rich Text

Description

Agreement of Merger between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc. dated December 31, 1999. 44 pages Chicago Illinois Merger Agreement between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation, and Sparta Foods, Inc. is a binding legal document that outlines the terms and conditions under which the merger between the entities will take place. The agreement usually includes the following key elements: 1. Parties Involved: The agreement clearly identifies the parties involved in the merger, namely CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. 2. Purpose: The agreement states the purpose of the merger, which could be to combine resources, increase market share, expand operations, or gain a competitive advantage in the industry. 3. Consideration: The agreement details the consideration to be paid by the acquiring entity (either CEDEX Harvest States Cooperative or SF Acquisition Corporation) to the target company (Sparta Foods, Inc.) for the merger. This could be in the form of cash, stock, or a combination of both. 4. Valuation: If applicable, the agreement may outline the method used to determine the valuation of Sparta Foods, Inc. This could include financial statements, appraisals, or independent valuation reports. 5. Exchange Ratio: In case the consideration includes stock, the agreement may specify the exchange ratio at which Sparta Foods, Inc. shareholders will receive shares in the acquiring company. This determines the relative ownership of the combined entity after the merger. 6. Representations and Warranties: Both the acquiring company and the target company provide representations and warranties regarding their respective businesses, assets, liabilities, and legal compliance. This ensures transparency and minimizes potential risks for both parties. 7. Conditions Precedent: The agreement may outline conditions that must be satisfied before the merger can be completed. This could include regulatory approvals, shareholder approvals, financing arrangements, or any other necessary conditions. 8. Confidentiality: To protect sensitive business information during the negotiation and implementation of the merger agreement, confidentiality and non-disclosure provisions are often included. 9. Termination: The agreement might specify circumstances under which either party can terminate the merger agreement, such as a breach of representations and warranties, failure to obtain necessary approvals, or material adverse changes in either company's financial condition. Types of Chicago Illinois Merger Agreements between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc.: 1. Stock-for-Stock Merger: In this type of merger agreement, the consideration provided by the acquiring entity to the target company is solely in the form of stock. 2. Asset Purchase Merger: This type of agreement involves the acquisition of specific assets and liabilities of Sparta Foods, Inc. by either CEDEX Harvest States Cooperative or SF Acquisition Corporation. 3. Cash and Stock Merger: Here, the consideration offered by the acquiring entity includes a combination of cash and stock, allowing Sparta Foods, Inc. shareholders to receive both. 4. Reverse Merger: In a reverse merger agreement, Sparta Foods, Inc. might become the acquiring entity, resulting in it becoming the controlling company in the post-merger structure. Note: The mentioned types are hypothetical and the actual structure of the merger agreement would depend on the specific terms agreed upon by the involved parties.

Chicago Illinois Merger Agreement between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation, and Sparta Foods, Inc. is a binding legal document that outlines the terms and conditions under which the merger between the entities will take place. The agreement usually includes the following key elements: 1. Parties Involved: The agreement clearly identifies the parties involved in the merger, namely CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. 2. Purpose: The agreement states the purpose of the merger, which could be to combine resources, increase market share, expand operations, or gain a competitive advantage in the industry. 3. Consideration: The agreement details the consideration to be paid by the acquiring entity (either CEDEX Harvest States Cooperative or SF Acquisition Corporation) to the target company (Sparta Foods, Inc.) for the merger. This could be in the form of cash, stock, or a combination of both. 4. Valuation: If applicable, the agreement may outline the method used to determine the valuation of Sparta Foods, Inc. This could include financial statements, appraisals, or independent valuation reports. 5. Exchange Ratio: In case the consideration includes stock, the agreement may specify the exchange ratio at which Sparta Foods, Inc. shareholders will receive shares in the acquiring company. This determines the relative ownership of the combined entity after the merger. 6. Representations and Warranties: Both the acquiring company and the target company provide representations and warranties regarding their respective businesses, assets, liabilities, and legal compliance. This ensures transparency and minimizes potential risks for both parties. 7. Conditions Precedent: The agreement may outline conditions that must be satisfied before the merger can be completed. This could include regulatory approvals, shareholder approvals, financing arrangements, or any other necessary conditions. 8. Confidentiality: To protect sensitive business information during the negotiation and implementation of the merger agreement, confidentiality and non-disclosure provisions are often included. 9. Termination: The agreement might specify circumstances under which either party can terminate the merger agreement, such as a breach of representations and warranties, failure to obtain necessary approvals, or material adverse changes in either company's financial condition. Types of Chicago Illinois Merger Agreements between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc.: 1. Stock-for-Stock Merger: In this type of merger agreement, the consideration provided by the acquiring entity to the target company is solely in the form of stock. 2. Asset Purchase Merger: This type of agreement involves the acquisition of specific assets and liabilities of Sparta Foods, Inc. by either CEDEX Harvest States Cooperative or SF Acquisition Corporation. 3. Cash and Stock Merger: Here, the consideration offered by the acquiring entity includes a combination of cash and stock, allowing Sparta Foods, Inc. shareholders to receive both. 4. Reverse Merger: In a reverse merger agreement, Sparta Foods, Inc. might become the acquiring entity, resulting in it becoming the controlling company in the post-merger structure. Note: The mentioned types are hypothetical and the actual structure of the merger agreement would depend on the specific terms agreed upon by the involved parties.