Chicago Illinois Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.

• Category: Corporations - Public - Stock
• State: Multi-State
• City: Chicago
• Control #: US-EG-9439
• Format: Word; Rich Text

Description

Stock Tender Agreement between EMC Corporation, Eagle Merger Corporation, Computer Concepts Corporation, James Cannavino, Dennis Murray and Charles Feld regarding the purchase of all issued and outstanding shares of common stock in regard to entering a Chicago Illinois Stock Tender Agreement is a legally binding document that outlines the terms and conditions under which EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other parties agree to tender their stock in a corporate merger or acquisition. This agreement sets forth the process and procedure for tendering shares of stock to the acquiring entity, specifying the rights, obligations, and considerations to be exchanged by the parties involved. It ensures a fair and transparent transaction between the companies and protects the interests of the stockholders. Key elements covered in a Chicago Illinois Stock Tender Agreement include: 1. Parties Involved: The agreement identifies the parties involved in the transaction, which typically includes the acquiring entity (such as EMC Corp.), the target company (such as Eagle Merger Corp. or Computer Concepts Corp.), and other relevant stakeholders. 2. Stock Tender Process: The agreement outlines the exact process for tendering stock, including the method and timeline for submitting stock certificates or other relevant documents. 3. Consideration: It specifies the consideration to be received by the stockholders in exchange for their tendered shares, which can include cash, stock of the acquiring entity or a combination of both. 4. Merger or Acquisition Terms: The agreement may include provisions related to the broader merger or acquisition transaction, such as the overall purchase price, the treatment of outstanding contracts, potential adjustments, and any regulatory approvals required. 5. Representations and Warranties: The agreement typically contains representations and warranties made by each party regarding the validity of the shares being tendered, ownership rights, and any potential conflicts of interest. 6. Termination and Amendment: It outlines conditions under which the agreement can be terminated or amended, and the consequences of such actions. 7. Governing Law and Jurisdiction: The agreement specifies that it is governed by the relevant laws of the state of Illinois, particularly those of Chicago, and identifies the jurisdiction for resolving any disputes that may arise. Types of Chicago Illinois Stock Tender Agreements may vary based on specific merger or acquisition scenarios and the parties involved. Some types may include: 1. Friendly Stock Tender Agreement: When the target company willingly agrees to the stock tender and merger or acquisition proposition, considering it beneficial for their shareholders. 2. Hostile Stock Tender Agreement: In cases where the acquiring entity makes an unsolicited offer to the target company's shareholders, bypassing the company's management or board's approval. 3. Contingent Stock Tender Agreement: It involves conditions that need to be met before the stock tender agreement becomes effective, such as regulatory approvals, shareholder approval, or other specified contingencies. In conclusion, a Chicago Illinois Stock Tender Agreement is a vital legal document that outlines the terms and conditions of stock tendering in a merger or acquisition involving EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or other parties. It ensures a transparent and fair process, protecting the rights and interests of stockholders and facilitating successful business transactions.

Chicago Illinois Stock Tender Agreement is a legally binding document that outlines the terms and conditions under which EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other parties agree to tender their stock in a corporate merger or acquisition. This agreement sets forth the process and procedure for tendering shares of stock to the acquiring entity, specifying the rights, obligations, and considerations to be exchanged by the parties involved. It ensures a fair and transparent transaction between the companies and protects the interests of the stockholders. Key elements covered in a Chicago Illinois Stock Tender Agreement include: 1. Parties Involved: The agreement identifies the parties involved in the transaction, which typically includes the acquiring entity (such as EMC Corp.), the target company (such as Eagle Merger Corp. or Computer Concepts Corp.), and other relevant stakeholders. 2. Stock Tender Process: The agreement outlines the exact process for tendering stock, including the method and timeline for submitting stock certificates or other relevant documents. 3. Consideration: It specifies the consideration to be received by the stockholders in exchange for their tendered shares, which can include cash, stock of the acquiring entity or a combination of both. 4. Merger or Acquisition Terms: The agreement may include provisions related to the broader merger or acquisition transaction, such as the overall purchase price, the treatment of outstanding contracts, potential adjustments, and any regulatory approvals required. 5. Representations and Warranties: The agreement typically contains representations and warranties made by each party regarding the validity of the shares being tendered, ownership rights, and any potential conflicts of interest. 6. Termination and Amendment: It outlines conditions under which the agreement can be terminated or amended, and the consequences of such actions. 7. Governing Law and Jurisdiction: The agreement specifies that it is governed by the relevant laws of the state of Illinois, particularly those of Chicago, and identifies the jurisdiction for resolving any disputes that may arise. Types of Chicago Illinois Stock Tender Agreements may vary based on specific merger or acquisition scenarios and the parties involved. Some types may include: 1. Friendly Stock Tender Agreement: When the target company willingly agrees to the stock tender and merger or acquisition proposition, considering it beneficial for their shareholders. 2. Hostile Stock Tender Agreement: In cases where the acquiring entity makes an unsolicited offer to the target company's shareholders, bypassing the company's management or board's approval. 3. Contingent Stock Tender Agreement: It involves conditions that need to be met before the stock tender agreement becomes effective, such as regulatory approvals, shareholder approval, or other specified contingencies. In conclusion, a Chicago Illinois Stock Tender Agreement is a vital legal document that outlines the terms and conditions of stock tendering in a merger or acquisition involving EMC Corp., Eagle Merger Corp., Computer Concepts Corp., or other parties. It ensures a transparent and fair process, protecting the rights and interests of stockholders and facilitating successful business transactions.