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Short Form Merger Agreement
"I need a Short Form Merger Agreement for the merger of my UK-based software development company (annual revenue £5M) with a larger tech consulting firm, with completion planned for March 2025 and including basic employee transfer provisions."
1. Parties: Identification and details of merging entities
2. Background: Context and purpose of the merger
3. Definitions: Key terms used throughout the agreement
4. The Merger: Core terms of the merger transaction including structure and steps
5. Consideration: Terms of payment or share exchange for the merger
6. Conditions Precedent: Conditions that must be met before completion of the merger
7. Completion: Mechanics and timing of completion including closing requirements
8. Warranties: Basic warranties from both parties regarding capacity and authority
1. Pre-completion Conduct: Rules governing conduct of business between signing and completion
2. Employee Matters: TUPE and employment considerations for transferred employees
3. Tax Covenants: Specific tax-related promises and indemnities
4. Regulatory Compliance: Specific provisions dealing with regulatory requirements and approvals
5. Post-Completion Adjustments: Mechanisms for adjusting consideration post-completion
1. Schedule 1 - Share Capital: Details of share capital structure of both companies
2. Schedule 2 - Properties: List of properties owned or leased by target company
3. Schedule 3 - Material Contracts: List of key contracts affecting the merger
4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5 - Warranties: Detailed warranties if not included in main body
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