The Agreement and Plan of Merger serves as the foundational document for corporate merger transactions in the United States. This agreement is essential when companies seek to combine their operations through a merger, whether structured as a direct merger, forward triangular merger, or reverse triangular merger. The document addresses crucial aspects such as transaction structure, purchase price, representations and warranties, closing conditions, and post-closing obligations. It must comply with federal securities laws, state corporation laws, and relevant regulatory requirements. The agreement is particularly important for ensuring proper documentation of the merger terms and protecting the interests of all parties involved.
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1. Parties: Identification of merging entities and surviving corporation
2. Background/Recitals: Context of the merger and basic premises of the agreement
3. Definitions: Key terms used throughout the agreement
4. The Merger: Structure, effects, and mechanics of the merger
5. Consideration: Details of merger consideration and payment mechanics
6. Representations and Warranties: Statements of fact and assurances from each party
7. Covenants: Pre-closing and post-closing obligations of the parties
8. Closing Conditions: Conditions precedent to closing obligations
9. Termination: Circumstances under which agreement may be terminated
1. Employee Matters: Treatment of employee benefits and compensation - used when significant employee arrangements need to be addressed
2. Tax Matters: Specific tax treatment and allocations - used when tax-free reorganization or specific tax treatment is intended
3. Financing Provisions: Details of transaction financing - used when deal includes specific financing arrangements
1. Disclosure Schedules: Exceptions to representations and warranties
2. Form of Certificate of Merger: Form to be filed with Secretary of State
3. Required Regulatory Approvals: List of required governmental approvals
4. Material Contracts: List of significant agreements affecting the merger
5. Conversion Schedule: Details of share/equity conversion calculations
6. Required Third Party Consents: List of required consents from third parties
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