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

• Category: Corporations - Public - Mergers
• State: Multi-State
• County: Oakland
• 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 Oakland, Michigan Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. The Oakland, Michigan Merger Agreement refers to the contractual agreement between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation, and Sparta Foods, Inc. This agreement outlines the terms and conditions for the merger transaction between these entities, ensuring a seamless integration of operations and assets. The merger agreement between CHS, SF Acquisition Corporation, and Sparta Foods, Inc. entails several key provisions to govern the merger process. These provisions include but are not limited to: 1. Merger Structure: The agreement outlines the details of how the merger will be structured, whether it will be a stock-for-stock or a cash-and-stock transaction. 2. Merger Consideration: The agreement specifies the consideration to be paid by the acquiring entities to the target company's shareholders. This consideration can be in the form of cash, stocks, or other valuable assets. 3. Valuation: The agreement outlines the valuation of Sparta Foods, Inc., which may have been determined through various methods such as discounted cash flows, market multiples, or asset-based approaches. 4. Approval and Closing Conditions: The agreement details the conditions that need to be fulfilled before the merger can be completed. These conditions may include obtaining necessary regulatory approvals, shareholder consent, or third-party consents. 5. Representations and Warranties: The agreement contains representations and warranties made by each party involved in the merger. These assurances ensure the accuracy and completeness of information shared during negotiations and protect the parties from undisclosed liabilities or risks. 6. Termination: The agreement includes provisions for termination, specifying the circumstances under which either party can terminate the merger agreement. This may include a breach of representations, failure to satisfy closing conditions, or material adverse changes in Sparta Foods, Inc.'s business. It's important to note that there may be various types of Oakland, Michigan Merger Agreements between CHS, SF Acquisition Corporation, and Sparta Foods, Inc., depending on the specific circumstances and objectives of the transaction. For example, there could be a stock-for-stock merger agreement, an asset acquisition agreement, or even a reverse merger agreement where Sparta Foods, Inc. acquires the other entities. Each type of merger agreement would have its own unique provisions tailored to the specific transaction structure and the desired outcomes of the entities involved. The terms and conditions of these different types of merger agreements would vary in order to address the specific needs and goals of the parties involved.

Oakland, Michigan Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. The Oakland, Michigan Merger Agreement refers to the contractual agreement between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation, and Sparta Foods, Inc. This agreement outlines the terms and conditions for the merger transaction between these entities, ensuring a seamless integration of operations and assets. The merger agreement between CHS, SF Acquisition Corporation, and Sparta Foods, Inc. entails several key provisions to govern the merger process. These provisions include but are not limited to: 1. Merger Structure: The agreement outlines the details of how the merger will be structured, whether it will be a stock-for-stock or a cash-and-stock transaction. 2. Merger Consideration: The agreement specifies the consideration to be paid by the acquiring entities to the target company's shareholders. This consideration can be in the form of cash, stocks, or other valuable assets. 3. Valuation: The agreement outlines the valuation of Sparta Foods, Inc., which may have been determined through various methods such as discounted cash flows, market multiples, or asset-based approaches. 4. Approval and Closing Conditions: The agreement details the conditions that need to be fulfilled before the merger can be completed. These conditions may include obtaining necessary regulatory approvals, shareholder consent, or third-party consents. 5. Representations and Warranties: The agreement contains representations and warranties made by each party involved in the merger. These assurances ensure the accuracy and completeness of information shared during negotiations and protect the parties from undisclosed liabilities or risks. 6. Termination: The agreement includes provisions for termination, specifying the circumstances under which either party can terminate the merger agreement. This may include a breach of representations, failure to satisfy closing conditions, or material adverse changes in Sparta Foods, Inc.'s business. It's important to note that there may be various types of Oakland, Michigan Merger Agreements between CHS, SF Acquisition Corporation, and Sparta Foods, Inc., depending on the specific circumstances and objectives of the transaction. For example, there could be a stock-for-stock merger agreement, an asset acquisition agreement, or even a reverse merger agreement where Sparta Foods, Inc. acquires the other entities. Each type of merger agreement would have its own unique provisions tailored to the specific transaction structure and the desired outcomes of the entities involved. The terms and conditions of these different types of merger agreements would vary in order to address the specific needs and goals of the parties involved.