Interspecies Merger Agreement

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									This Inter-species Merger Agreement document includes documents that may be used
by California corporations that intend to merge. This package includes the following:
Certificate of Merger, Certificate of Ownership, Agreement of Merger, and Certificate of
Approval of Agreement of Merger. This document in its draft form contains numerous of
the standard clauses commonly used in these types of agreements; however, additional
language may be added to allow for customization to ensure the specific terms of the
parties’ agreement are addressed.
                           INTERSPECIES MERGER AGREEMENT

This package includes documents for an interspecies merger between corporations and other
business entities in California. The documents included are: Certificate of Merger, Certificate of
Ownership, Agreement of Merger, and Certificate of Approval of Agreement of Merger.




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                               OTHER BUSINESS ENTITY
                               CERTIFICATE OF MERGER
          (Corporations Code Sections 1113(g)(1) and (2), 6019.1, 8019.1 and 12540.1)

1.      Name of surviving entity: ________________________________

2.      Type of entity: ________________________________

3.      Secretary of State File Number: ________________________________

4.      Jurisdiction: ________________________________

5.      Name of disappearing entity: ________________________________

6.      Type of entity: ________________________________

7.      Secretary of State File Number: ________________________________

8.      Jurisdiction: ________________________________

9.      Future effective date, if any: ____________________, 201____ [Month/Day/Year]

10.     If a vote was required, enter the outstanding interests of each class entitled to vote on the
        merger and the percentage of vote required:

        Surviving Entity

        Each class entitled to vote ________________________________

        Percentage of vote required ____________%

        Disappearing Entity

        Each class entitled to vote ________________________________

        Percentage of vote required _____________%

11.     The principal terms of the agreement of merger were approved by a vote of the number of
        interests or shares of each class that equaled or exceeded the vote required.

12.     If equity securities of a parent party are to be issued in the merger:

        [____] No vote of the shareholders of the parent party was required.

        [____] The required vote of the shareholders of the parent party was obtained.

[Instruction: Select the appropriate clause, above, by putting an "x" in the box next to the
applicable clause.]


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        [NOTE: SECTION 13, BELOW, IS ONLY APPLICABLE IF THE SURVIVING
        ENTITY IS A DOMESTIC LIMITED LIABILITY COMPANY, DOMESTIC LIMITED
        PARTNERSHIP OR PARTNERSHIP.]

13.     Requisite changes to the information set forth in the Articles of Organization, Certificate
        of Limited Partnership or Statement of Partnership Authority of the surviving limited
        liability company, limited partnership or partnership resulting from the merger. Attach
        additional pages, if necessary.

        [SECTION 14, BELOW, IS APPLICABLE IF THE SURVIVING ENTITY IS
        ANOTHER TYPE OF BUSINESS ENTITY.]

14.     Principal business address of the surviving other business entity:

        Address: ________________________________

        City: ________________________________

        State: ________________________________

        Zip: ________________________________

15.     Other information required to be stated in the Certificate of Merger by the laws under
        which each constituent other business entity is organized. (Attach additional pages if
        necessary.)

        ________________________________

16.     Statutory or other basis under which each foreign other business entity is authorized to
        effect the merger:

        ________________________________

17.   Number of pages attached, if any: _______ [Instruction: Write "None" or "Zero" or
"N/A" if no additional pages are attached.]

18.     I certify that the statements contained in this document are true and correct of my own
        knowledge. I declare that I am the person who is executing this instrument, which
        execution is my act and deed.


SIGNATURE PAGE TO FOLLOW




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Signature of Authorized Person for the Surviving Entity
________________________________

Type or Print Name and Title of Person Signing
________________________________

Date ________________________________, 201____



Signature of Authorized Person for the Surviving Entity
________________________________

Date ________________________________, 201____

Type or Print Name and Title of Person Signing
________________________________



Signature of Authorized Person for the Disappearing Entity
________________________________

Type or Print Name and Title of Person Signing
________________________________

Date ________________________________, 201____




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                                CERTIFICATE OF OWNERSHIP

________________________ [Name of President] and ________________________ [Name of
Secretary] certify that:

1.      They are the president and the secretary, respectively, of _______________ (NAME OF
        SURVIVING CORPORATION), a California corporation.
2.      This corporation owns all the outstanding shares of __________________ (NAME OF
        DISAPPEARING CORPORATION), a California corporation.
3.      The board of directors of this corporation duly adopted the following resolution:
        RESOLVED, that this corporation merge _______________________ (NAME OF
        DISAPPEARING CORPORATION), its wholly-owned subsidiary corporation, into
        ________________________ (NAME OF SURVIVING CORPORATION) and assume
        all its obligations pursuant to Section 1110, California Corporations Code.
        We further declare under penalty of perjury under the laws of the State of California that
        the matters set forth in this certificate are true and correct of our own knowledge.

DATE: ________________________________, 201_____

______________________________ (Signature of President)
______________________________ (Typed Name of President), President

______________________________ (Signature of Secretary)
______________________________ (Typed Name of Secretary), Secretary




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                                AGREEMENT OF MERGER

This Agreement of Merger is entered into
between _______________ (NAME OF SURVIVING CORPORATION), a California corporation
(hereinafter, "Surviving Corporation")
and ________________ (NAME OF DISAPPEARING CORPORATION, a California
corporation (hereinafter, "Merging Corporation").

1.      Disappearing Corporation shall be merged into Surviving Corporation.
2.      The outstanding shares of Disappearing Corporation shall be canceled without
        consideration.
        OR

2.     Each outstanding share of Disappearing Corporation shall be converted to ___________
       shares of Surviving Corporation.
[Instruction: Delete or cross out the clause, above, that does NOT apply]
3.     The outstanding shares of Surviving Corporation shall remain outstanding and are not
       affected by the merger.
4.     Merging Corporation shall from time to time, as and when requested by Surviving
       Corporation, execute and deliver all such documents and instruments and take all such
       action necessary or desirable to evidence or carry out this merger.
5.     The effect of the merger and the effective date of the merger are as prescribed by law.

IN WITNESS WHEREOF the parties have executed this Agreement.

______________________________ (NAME OF SURVIVING CORPORATION)

______________________________ (Signature of President)
______________________________ (Typed Name of President), President

______________________________ (Signature of Secretary)
______________________________ (Typed Name of Secretary), Secretary




______________________________ (NAME OF DISAPPEARING CORPORATION)


______________________________ (Signature of President)
______________________________ (Typed Name of President), President

______________________________ (Signature of Secretary)
______________________________ (Typed Name of Secretary), Secretary




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             CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

______________________ [Provide name of President] and ____________________
[Provide name of Secretary] certify that:
1.     They are the president and the secretary, respectively, of ____________ (NAME OF
       CORPORATION), a California corporation.
2.     The Agreement of Merger in the form attached was duly approved by the board of
       directors and shareholders of the corporation.
3.     The shareholder approval was by the holders of 100% of the outstanding shares of the
       corporation.
4.     There is only one class of shares and the number of shares outstanding is ____________.

We further declare under penalty of perjury under the laws of the State of California that the
matters set forth in this certificate are true and correct of our own knowledge.

DATE: ________________________________, 201_____

______________________________ (Signature of President)
______________________________ (Typed Name of President), President

______________________________ (Signature of Secretary)
______________________________ (Typed Name of Secretary), Secretary




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