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Form #1244

Agreement for merger of subsidiary corporations into parent corporation.

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Agreement for merger of subsidiary corporations into parent corporation.


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Agreement for merger of subsidiary corporations into parent corporation.

This agreement dated _________ among _________ Company, B Company, C Company (sometimes called collectively the subsidiary companies) and their respective directors:

_________ Company is a corporation duly organized and subsisting under laws of State of _________ having been incorporated on _________[date]. Its principal office in State of _________ is located at _________ Street, in City of _________, County of _________, and name of its resident agent at that address is _________. It is a common carrier subject to Interstate Commerce Act engaged in interstate and intrastate commerce operating in States of _________, _________ and _________.

Subsidiary companies are corporations duly organized and existing as follows: _________[state place and date of incorporation]. Subsidiary companies each own properties in one or more of States of _________, _________ and _________. These railroad properties are leased to, and operated by, _________ Company as part of its transportation system under authority of various orders of Interstate Commerce Commission.

The number of shares of stock which _________ Company has authority to issue is _________ shares of common stock without nominal or par value. Of such authorized stock _________ shares are issued and outstanding.

The number of shares of stock which subsidiary companies have authorized and issued and outstanding is as follows: _________. All of issued and outstanding stock of each of subsidiary companies is owned directly by _________ Company.

_________ Company and subsidiary companies desire to merge into a single corporation, and directors of _________ Company and of each of subsidiary companies have determined that it is advisable that subsidiary companies be merged into _________ Company, on the terms and conditions set forth and in accordance with provisions of law applicable to corporate mergers generally in state or states where each party is respectively incorporated as supplemented by the Interstate Commerce Act and regardless of whether these provisions of general state corporate law would be applicable to the merger in the absence of provisions of Interstate Commerce Act.

In consideration of the premises and of mutual agreements, the parties agree as follows:

1. On the effective date of this agreement there shall be merged into _________ Company the subsidiary companies, together with all their properties (real, personal and mixed), easements, licenses and interests of every kind, rights, privileges, powers, and franchises, of a public as well as of a private nature, exemptions and immunities, subject, however, to any liens, mortgages or charges. This distribution of the assets of merging subsidiary companies shall be in complete redemption of all outstanding capital stock of companies. From and after the effective date of this agreement all properties (real, personal and mixed), easements, licenses and interests of every kind, rights, privileges, powers and franchises of a public as well as of a private nature, exemptions and immunities shall be vested in _________ Company by virtue of this merger and without any other instrument, and shall be as effectually properties of _________ Company as they were formerly of either of subsidiary companies, and all rights of all creditors of, and all liens, mortgages or charges on property of, either of subsidiary companies shall be preserved unimpaired. The title to all real estate acquired by deed, gift, grant, appropriation or otherwise vested in either of subsidiary companies shall not revert or be in any way impaired by reason of this merger or anything done, but shall be vested in _________ Company by virtue of the merger.

2. On and after the effective date of this agreement, _________ Company assumes liability for all contracts, deeds of trust, indentures, debts, obligations of any kind, liabilities and duties incurred by either of merging subsidiary companies, and all shall, on and after the effective date, attach to _________ Company and be enforceable against it and its properties to same extent as if incurred or contracted by it.

3. On and after the effective date of this agreement, all leases under which _________ Company is then operating any of properties of merging subsidiary companies shall be deemed to be canceled and terminated by virtue of this agreement. Also, on and after the effective date, all debts and obligations, accrued or contingent, open account or otherwise, between _________ Company and either of merging subsidiary companies, shall be deemed to be cancelled or discharged by virtue of this agreement except _________[enumeration of certain bonds of one of merging corporations].

4. The name of the company which is to survive the merger is _________ Company. No change is to be made by merger in its certificate of incorporation, bylaws or capitalization. It will continue to exist, after merger, as a corporation incorporated under the laws of _________[state], and under its original certificate of incorporation, as heretofore amended, and present bylaws. A copy of its original certificate of incorporation, as amended, is attached, as Appendix A, and incorporated with the same force and effect as though set forth in full. It will continue, after merger, to have authority to issue a single class of capital stock, common stock without nominal or par value, in total authorized amount of _________ shares. Its principal office in State of _________ will continue to be located at _________ Street in City of _________, County of _________, and its resident agent at the office will continue to be _________. The names of present directors of _________ Company (who shall, according to its bylaws, hold their offices until their successors are chosen) are as follows: _________. In the event that, prior to the effective date of this paragraph, any person designated as a director of _________ Company is unwilling or unable to continue to serve in that capacity after the effective date, _________ Company reserves the right to designate a substitute for such person as director.

5. On the effective date of this agreement that separate existence of B Company and C Company shall cease and as soon as possible their capital stock shall be canceled.

6. This agreement shall not become effective, and plan of merger set forth shall not be considered to have been adopted, until this agreement shall have been approved by votes given at meetings of stockholders in person or by proxy, representing not less than two-thirds of total number of issued and outstanding shares of capital stock of each corporation party, in accordance with requirements of laws applicable to mergers of corporations generally in the state or states where each party is respectively incorporated. The parties shall promptly file and diligently prosecute applications with the Interstate Commerce Commission for approval by that body of merger and several assumptions of liability contained in this agreement as may be required under applicable provisions of the Interstate Commerce Act.

After approval by that Commission of merger and assumptions of liability has been obtained, the parties shall submit this agreement, modified in any respects required by Interstate Commerce Commission, to their respective stockholders for approval. Subsequent to securing approval of Interstate Commerce Commission and of respective stockholders, as required by this paragraph, this agreement shall take effect as of 12 o'clock midnight of the day on which counterparts of this agreement, duly certified, acknowledged and authenticated, in accordance with the respective laws of _________[states of incorporation] applicable to mergers of corporations generally, shall be filed in office of Secretary of State of _________, of Corporation Commission of States of _________ and _________. If the counterparts are not filed in the above offices of each of the states on the date, these paragraphs shall take effect as of 12 o'clock midnight on day on which last required filing is made in the states. Copies of this agreement, certified by appropriate officials of _________[states of incorporation] shall be filed and recorded in the offices of county officials in _________[states of incorporation] as may be required by respective applicable laws of those states.

7. Anything to the contrary notwithstanding, if board of directors of _________ Company in its discretion shall determine, at any time prior to filing of counterparts of this agreement with the various state officials contemplated by paragraph six (whether before or after approval of this agreement by Interstate Commerce Commission and stockholders of several corporations parties), that for any reason satisfactory to board of directors, it is inadvisable or impractical to consummate this agreement, board of directors, without action or approval by stockholders of any of corporations, may abandon or refrain from making this agreement effective, and in that case this agreement shall not be filed or recorded, and shall be void and of no effect.

8. _________ Company shall pay all expenses and federal stamp taxes incident to carrying this agreement into effect.

9. For the convenience of parties and to facilitate filing and recording of this agreement, any number of counterparts may be executed, and each executed counterpart shall be deemed an original instrument.

In witness, the corporations have caused this agreement to be signed in their respective corporate names by their respective presidents and attested by their respective secretaries and their respective corporate seals to be affixed, and all of directors of each of the companies have duly subscribed their names to this agreement, all as of day and year first written above.

[Signatures, seals and attestations]

Contributed by
Pam
 
Total Forms Contributed 41
 

See All Pam 's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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