The Short Form Merger Agreement is specifically designed for use in the Indian legal context where two companies seek to combine their businesses through a relatively straightforward merger transaction. This document type is most appropriate when the merger structure is uncomplicated, the due diligence has revealed no significant issues, and both parties are comfortable with basic representations and warranties. It complies with the Companies Act, 2013, and related Indian regulations while maintaining a more concise format than a comprehensive merger agreement. The document typically includes fundamental provisions covering the merger mechanism, consideration, basic representations, essential covenants, and closing conditions, making it ideal for smaller or mid-sized private company transactions where the parties prefer a more streamlined approach.
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1. Parties: Identification of the merging entities, including their corporate details and registered offices
2. Background: Brief description of the companies and the purpose of the merger
3. Definitions: Key terms used throughout the agreement
4. The Merger: Core transaction structure, mechanics of the merger, and effective date
5. Consideration: Details of the merger consideration, including any share exchange ratios or cash payments
6. Closing: Conditions precedent, closing requirements, and timing
7. Representations and Warranties: Fundamental representations by both parties regarding corporate existence, authority, and basic operational matters
8. Covenants: Essential pre-closing and post-closing obligations of the parties
9. Employee Matters: Treatment of employees post-merger
10. Termination: Circumstances under which the agreement can be terminated
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard provisions including notices, amendments, and entire agreement clause
1. Tax Matters: Detailed tax provisions when specific tax structuring is required
2. Regulatory Approvals: Detailed provisions for obtaining specific regulatory approvals, used when the merger requires multiple regulatory clearances
3. Break-up Fee: Provisions for break-up fee or reverse break-up fee, used in cases where deal certainty is a major concern
4. Transition Services: Provisions for post-merger integration services, used when one party needs operational support post-closing
5. Intellectual Property: Detailed IP provisions when significant IP assets are involved
6. Non-Competition: Non-compete provisions when required to protect business interests
7. Shareholders' Rights: Special rights or protections for shareholders, used when required by specific shareholder arrangements
1. Schedule 1 - Definitions: Detailed definitions and interpretations
2. Schedule 2 - Corporate Information: Detailed corporate information of both parties including shareholding structure
3. Schedule 3 - Closing Checklist: List of documents and actions required for closing
4. Schedule 4 - Required Consents: List of third-party and regulatory consents required
5. Schedule 5 - Material Contracts: List of material contracts affected by the merger
6. Schedule 6 - Employee Information: Details of key employees and their terms of employment
7. Appendix A - Form of Board Resolutions: Template board resolutions for approval of the merger
8. Appendix B - Form of Shareholder Resolutions: Template shareholder resolutions for approval of the merger
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