The Merger Implementation Agreement (MIA) is a crucial transaction document used in New Zealand corporate mergers to establish the legal framework for combining two businesses. It is particularly utilized in significant corporate transactions where detailed implementation procedures, regulatory compliance, and protection of parties' interests are essential. The document addresses New Zealand-specific regulatory requirements, including Commerce Commission approvals, Overseas Investment Office consent (if applicable), and compliance with the Companies Act 1993. The MIA typically includes comprehensive provisions covering due diligence, conditions precedent, pre-completion obligations, warranties, and completion mechanics. It is designed to provide certainty to all parties while ensuring compliance with New Zealand merger control and corporate law requirements.
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1. Parties: Identification of the merging entities and any parent companies or guarantors
2. Background: Context of the merger, including basic transaction structure and objectives
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Agreement to Implement Merger: Core agreement to proceed with the merger and outline of implementation steps
5. Conditions Precedent: Conditions that must be satisfied before the merger can complete, including regulatory approvals
6. Pre-completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
7. Due Diligence: Process and requirements for conducting due diligence investigations
8. Representations and Warranties: Statements of fact and assurances from each party about their business and capacity
9. Completion Mechanics: Detailed process for completion, including timing, actions, and deliverables
10. Board Recommendations: Requirements regarding board recommendations and changes in recommendations
11. Public Announcements: Protocol for making public statements about the merger
12. Confidentiality: Obligations regarding confidential information
13. Termination: Circumstances under which the agreement can be terminated
14. Dispute Resolution: Process for resolving disputes between the parties
15. General Provisions: Standard contractual provisions including notices, amendments, governing law
1. Break Fee: Provisions for payment of break fees if the transaction fails under specific circumstances
2. Reverse Break Fee: Provisions for payment by the buyer if they fail to complete under specific circumstances
3. Exclusivity: Restrictions on parties engaging with other potential merger partners, including no-shop, no-talk provisions
4. Matching Rights: Rights of a party to match competing proposals
5. Material Adverse Change: Provisions dealing with significant negative changes before completion
6. Employee Matters: Specific provisions regarding treatment of employees post-merger
7. Tax Provisions: Specific tax-related provisions if the merger has significant tax implications
8. Financing Conditions: Additional conditions and obligations if the merger relies on third-party financing
9. Competition Undertakings: Specific undertakings regarding competition law compliance and remedies
10. Transition Services: Provisions for post-completion services between the parties
1. Timetable: Detailed timeline of key dates and deadlines for the merger implementation
2. Conditions Precedent: Detailed list of all conditions that must be satisfied
3. Warranties: Detailed warranties given by each party
4. Prescribed Occurrences: List of events that would constitute a breach of pre-completion obligations
5. Form of Scheme of Arrangement: If structured as a scheme, the detailed scheme document
6. Capital Structure: Details of each party's capital structure
7. Material Contracts: List of material contracts affected by the merger
8. Properties: Details of material properties owned or leased
9. Intellectual Property: Schedule of material intellectual property
10. Completion Checklist: Detailed list of actions and deliverables required at completion
11. Pro Forma Completion Accounts: Template for completion accounts if relevant
12. Deed of Release Ƶ: Ƶ for releases required at completion
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