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Reverse Merger Agreement
"Need a Reverse Merger Agreement for our UK-based tech startup to merge with a listed shell company on AIM, with completion targeted for March 2025 and including specific provisions for protecting our intellectual property and maintaining key management positions."
1. Parties: Identification and details of all parties involved in the merger
2. Background: Context and rationale for the reverse merger
3. Definitions: Key terms used throughout the agreement
4. Transaction Structure: Detailed mechanics of the reverse merger
5. Consideration: Terms of payment and share exchange
6. Conditions Precedent: Prerequisites for completion
7. Completion Mechanics: Steps for executing the merger
8. Warranties and Representations: Statements of fact and assurances from both parties
1. Employee Matters: TUPE provisions and employee treatment - include when employees are being transferred
2. Tax Covenants: Specific tax-related obligations - include when specific tax arrangements are required
3. Intellectual Property: IP transfer provisions - include when significant IP assets are involved
1. Share Capital Structure: Details of pre and post-merger shareholding
2. Warranties: Detailed warranties given by each party
3. Properties: List of real estate assets
4. Material Contracts: Key agreements affecting the business
5. Completion Obligations: Detailed steps for completion
6. Board Resolutions: Required corporate approvals
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