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Short Form Merger Agreement
"I need a Short Form Merger Agreement for the acquisition of a New Zealand-based software development company, with completion targeted for March 2025, including specific provisions for intellectual property transfer and employee retention incentives."
1. Parties: Identification of the merging entities and their legal details
2. Background: Context of the merger and brief description of the companies involved
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Agreement to Merge: Core agreement to merge and basic structure of the transaction
5. Purchase Price and Consideration: Details of the merger consideration and payment terms
6. Conditions Precedent: Conditions that must be satisfied before the merger can complete
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completing the merger
9. Warranties and Representations: Basic warranties from both parties about their capacity and authority
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the merger
12. Costs: Allocation of transaction costs
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Employee Matters: Provisions dealing with transfer of employees and employment terms - include if employees are being transferred
2. Intellectual Property: Specific provisions for IP rights transfer - include if significant IP assets are involved
3. Tax Provisions: Specific tax-related provisions - include if there are complex tax implications
4. Break Fee: Provisions for break fee payment - include if agreed between parties
5. Post-Completion Adjustments: Mechanisms for price adjustments - include if consideration is subject to adjustments
6. Non-Competition: Non-compete provisions - include if sellers are to be restricted post-completion
7. Transitional Services: Provisions for post-completion services - include if ongoing support is needed
1. Schedule 1 - Merger Consideration: Detailed breakdown of consideration and payment terms
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion
3. Schedule 3 - Basic Warranties: Full list of warranties given by each party
4. Schedule 4 - Properties: List of real property assets included in the merger
5. Schedule 5 - Material Contracts: List of key contracts affected by the merger
6. Appendix A - Form of Board Resolutions: Template board resolutions approving the merger
7. Appendix B - Form of Shareholder Resolutions: Template shareholder resolutions approving the merger
8. Appendix C - Completion Certificate: Form of certificate confirming satisfaction of conditions precedent
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Company Secretariat
Business Development
Risk & Compliance
Corporate Affairs
Strategy
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Manager
Corporate Development Manager
M&A Director
Transaction Manager
Board Director
Commercial Director
Integration Manager
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