The Combination Agreement is a crucial transaction document used in Indian corporate restructuring scenarios where two or more entities intend to combine their businesses through merger, amalgamation, or other forms of corporate combination. This agreement is essential for transactions that fall under the purview of the Companies Act, 2013, and often requires approval from various regulatory bodies such as the Competition Commission of India, SEBI (for listed companies), and the National Company Law Tribunal. The document comprehensively covers all aspects of the combination, from transaction structure and valuation to regulatory compliance and post-completion obligations. It serves as the primary reference point for all stakeholders involved in the combination process and forms the basis for regulatory filings and statutory approvals. The agreement must comply with Indian corporate laws while addressing specific industry regulations and requirements applicable to the combining entities.
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1. Parties: Identification of all parties to the agreement, including their corporate details and registered addresses
2. Background: Recitals explaining the context, purpose, and basic structure of the combination
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Transaction Structure: Detailed description of the combination mechanism, including share exchange ratios or consideration details
5. Conditions Precedent: Prerequisites that must be satisfied before the combination can be completed
6. Regulatory Approvals: Required approvals from various authorities (CCI, SEBI, RBI, etc.) and process for obtaining them
7. Conduct of Business: Rules governing how businesses will be operated during the interim period
8. Representations and Warranties: Statements of fact and assurances from each party about their business, assets, and liabilities
9. Covenants: Ongoing obligations of the parties during and after the combination
10. Employee Matters: Treatment of employees, benefit plans, and related matters post-combination
11. Completion Mechanics: Detailed process for closing the transaction, including actions and deliverables
12. Post-Completion Obligations: Actions to be taken after the completion of the combination
13. Indemnification: Rights and obligations regarding compensation for losses arising from breaches
14. Termination: Circumstances under which the agreement can be terminated and consequences
15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, waivers, etc.
1. Break Fee: Applicable when parties want to include termination fees for specific scenarios
2. Non-Compete and Non-Solicit: Required when restrictions on future business activities are needed
3. Intellectual Property Rights: Detailed section needed when IP assets are significant to the transaction
4. Information Technology: Required when IT systems integration is crucial to the combination
5. Tax Matters: Detailed tax provisions when specific tax structures or indemnities are required
6. Foreign Investment Compliance: Needed when the transaction involves foreign investment or cross-border elements
7. Anti-trust Compliance: Detailed competition law compliance provisions for larger combinations
8. Transition Services: Required when one party will provide services to the other post-combination
1. Assets and Liabilities: Detailed list of assets and liabilities being transferred
2. Material Contracts: List of important contracts affected by the combination
3. Intellectual Property: Schedule of all IP rights involved in the transaction
4. Real Estate: Details of all real property involved in the combination
5. Employee Information: List of employees and their terms of employment
6. Pending Litigation: Details of ongoing legal proceedings
7. Required Consents: List of third-party consents needed for the combination
8. Share Capital Structure: Details of pre and post-combination shareholding pattern
9. Completion Checklist: List of actions required for completion
10. Form of Corporate Resolutions: Template board and shareholder resolutions
11. Valuation Report: Independent valuation report for the combination
12. Tax Considerations: Detailed analysis of tax implications and structures
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