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Contract Merger
"Need a Contract Merger for the acquisition of a small software development company (50 employees) by our mid-sized tech corporation, with specific provisions for intellectual property transfer and employee retention incentives, targeting closing by March 2025."
1. Parties: Identification of merging entities and their legal status
2. Background/Recitals: Context of the merger and basic premises of the agreement
3. Definitions: Key terms used throughout the agreement
4. Transaction Structure: Details of how the merger will be executed
5. Consideration: Terms of payment or stock exchange
6. Closing Conditions: Prerequisites that must be met before closing
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Promises and obligations of the parties
9. Termination Rights: Circumstances under which the agreement can be terminated
1. Employee Matters: Treatment of employees post-merger, including retention, benefits, and integration plans
2. Tax Matters: Special tax considerations, allocations, and structuring for tax efficiency
3. Transition Services: Temporary services provided between parties post-closing to ensure business continuity
4. Earnout Provisions: Additional future payments based on achievement of specific performance targets
1. Disclosure Schedules: Exceptions to representations and warranties made by both parties
2. Assets Schedule: Detailed list of assets being transferred in the merger
3. Intellectual Property Schedule: Comprehensive list of IP rights being transferred
4. Material Contracts Schedule: List of key contracts affecting the merger transaction
5. Employee Benefits Schedule: Details of employee benefits and obligations being assumed
6. Real Property Schedule: List of real estate holdings and related obligations
7. Form of Certificate of Merger: Template of legal document to be filed with state authorities
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