Common Contracts

6 similar Merger Agreement contracts by Algos Pharmaceutical Corp, Daniel Industries Inc, Envirokare Tech Inc, others

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Family Golf Centers, Inc 225 Broadhollow Road Melville, New York 11747
Merger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation

Family Golf Centers, Inc., a Delaware corporation ("Parent"), Family Golf Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent ("Acquisition") and MetroGolf Incororated, a Colorado corporation (the "Company") intend to enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Acquisition will be merged with and into the Company (the "Merger") resulting in a new corporation (the "Surviving Corporation"). Prior to the consummation of the Merger, Parent intends to conduct a tender offer (the "Tender Offer") for all of the Company's outstanding common stock. As a result of the proposed transactions, the Surviving Corporation will become a wholly-owned subsidiary of Parent.

December 23, 1997 To the Board of Directors of American Paging, Inc.
Merger Agreement • December 24th, 1997 • Telephone & Data Systems Inc • Radiotelephone communications

As you know, the Board of Directors of Telephone and Data Systems, Inc. ("TDS") has approved an Asset Contribution Agreement, dated December 22, 1997 (the "Asset Contribution Agreement"), among TDS, TSR Paging Inc. ("TSR") and TSR Wireless LLC, a Delaware limited liability company ("TSR Wireless"). In accordance with the terms and conditions of the Asset Contribution Agreement, TDS has proposed to negotiate and enter into a merger agreement with American Paging, Inc., pursuant to which a wholly owned subsidiary of TDS would acquire all of the issued and outstanding Common Shares of API not owned by TDS for cash in an amount equal to $2.25 per share. Under the terms of the Asset Contribution Agreement, TDS is not required to complete a merger which does not have the recommendation of a special committee of independent directors of API. Upon consummation of the merger as contemplated by such merger agreement, in accordance with the terms and conditions of the Asset Contribution Agreement

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