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This is an agreement of a merger and plan for a tax-free reorganization pursuant to Internal Revenue Code of 1986 Section 368(c). This Agreement of Merger and Plan for Reorganization calls for the seller to transfer all of its assets and liabilities to the buyer, in exchange for voting common stock in buyer. The seller then dissolves and distributes the stock to the shareholders of seller. This agreement template has schedules to indicate the various assets transferred and to allow for due diligence to be performed and for closing of the merger and acquisition.