The Reverse Merger Agreement is a sophisticated transaction document used when a private company seeks to go public by merging with an already listed shell company in India. This alternative to the traditional IPO process allows private companies to achieve public status more quickly and often with lower costs. The agreement must comply with various Indian regulations, including the Companies Act 2013, SEBI guidelines, and relevant tax laws. It typically includes detailed provisions covering share exchange mechanics, representations and warranties, conditions precedent, post-closing obligations, and regulatory compliance requirements. The document is particularly crucial in scenarios where time-to-market is critical or when traditional IPO routes may be less favorable due to market conditions or company-specific factors.
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1. Parties: Identification of the public shell company, private company, and any other key parties to the agreement
2. Background: Recitals explaining the nature of each party's business and the purpose of the reverse merger
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Transaction Structure: Detailed description of the reverse merger mechanism, including share exchange ratios and resulting ownership structure
5. Consideration: Details of the consideration, including share issuance, cash components, and any adjustments
6. Closing Conditions: Specific conditions that must be met before the transaction can be completed
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their legal status, financial condition, and business operations
8. Covenants: Pre-closing and post-closing obligations of all parties
9. Due Diligence: Requirements and process for conducting due diligence investigations
10. Regulatory Compliance: Requirements for compliance with applicable laws and regulations, including SEBI requirements
11. Indemnification: Provisions for compensation in case of breaches or losses
12. Termination: Circumstances under which the agreement can be terminated and the consequences
13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard provisions including notices, amendments, entire agreement, and severability
1. Employee Matters: Provisions regarding the treatment of employees post-merger, including benefits and retention
2. Intellectual Property Rights: Specific provisions for handling IP transfers and licenses if significant IP assets are involved
3. Tax Matters: Detailed tax provisions if complex tax implications or specific tax treatments are required
4. Environmental Matters: Specific provisions if environmental liabilities or compliance issues are significant
5. Real Estate: Detailed provisions if significant real estate assets are involved in the transaction
6. Transition Services: Provisions for post-closing services between parties if needed
7. Non-Competition: Restrictions on competitive activities by key shareholders or management
8. Earnout Provisions: Structure for additional consideration based on future performance metrics
1. Schedule A - Corporate Information: Detailed corporate information of all parties, including shareholding patterns
2. Schedule B - Financial Statements: Recent financial statements of both companies
3. Schedule C - Material Contracts: List and copies of material contracts affecting the transaction
4. Schedule D - Intellectual Property: Complete list of IP assets owned or licensed by both companies
5. Schedule E - Employee Information: Details of key employees, benefits, and employment agreements
6. Schedule F - Pending Litigation: List of all pending or threatened litigation
7. Schedule G - Real Property: Details of owned and leased real estate
8. Schedule H - Permits and Licenses: List of all governmental permits and licenses
9. Appendix 1 - Share Exchange Mechanics: Detailed procedures for share exchange and issuance
10. Appendix 2 - Closing Checklist: List of all documents and actions required for closing
11. Appendix 3 - Post-Closing Integration Plan: Detailed plan for post-merger integration
12. Appendix 4 - Required Regulatory Filings: List and forms of all required regulatory filings
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