Docstoc
EXCLUSIVE OFFER FOR DOCSTOC USERS
Try the all-new QuickBooks Online for FREE.  No credit card required.

Merger Plan - Type A Reorganization

Document Sample
Merger Plan - Type A Reorganization Powered By Docstoc
					This document sets forth a sample plan of merger between two corporations. As
drafted, this agreement is a Type A reorganization, referring to Section 368 of the
Internal Revenue Code. The surviving corporation shall have all the rights, privileges,
immunities, and franchises of both constituent corporations but the surviving corporation
is also responsible and liable for all liabilities and obligations of each constituent
corporation. This short-form merger agreement contains standard clauses commonly
used in these types of agreements but it can be customized to ensure the specific terms
of the parties’ agreement are addressed.
                                             "A" Type Merger
    This Plan of Merger dated _________, is by and between Merger Corporation, a _________ corporation and a
wholly-owned subsidiary of TM Inc., a _________ corporation ("Merger Co."), and TXL, a _________ corporation
(" TXL"), such corporations being collectively referred to below as the "Constituent Corporations."

                                                        Recitals

   Merger Co. is a corporation organized and existing under the laws of the state of _________, having an
authorized capital of _________ shares of common stock, par value $_____ per share, (the "Common Stock of
Merger Co."), of which _________ shares are issued and outstanding as of the date of this contract;

    TXL is a corporation duly organized and existing under the laws of the state of _________ having an authorized
capitalization which consists of _________ shares of preferred stock, par value $_____, of which no shares are
issued and outstanding; _________ shares of voting common stock, no par value, of which _________ shares are
issued and outstanding (the "Common Stock of TXL"); and _________ shares of Class A non-voting common stock,
no par value, of which no shares are issued and outstanding;

    The respective boards of directors of Merger Co. and TXL have each approved this Plan of Merger (the "Plan")
providing for the merger of Merger Co. with and into TXL with TXL as the surviving corporation as authorized by
the statutes of the state of _________;

    TXL and T, Inc., a _________ corporation ("T"), have entered into an Agreement and Plan of Reorganization
(the "Reorganization Agreement") dated as of _________, setting forth certain representations, warranties,
covenants, agreements, and conditions in connection with the merger;

   T owns all the issued and outstanding voting securities of Merger Co.

                                                       Agreement

    In consideration of the premises and the mutual covenants and agreements contained in this agreement, and for
the purpose of setting forth the terms and conditions of the merger and the manner and basis of causing the shares of
TXL to be converted into shares of common stock of T, par value $_____ per share (the "Exchanged T Stock") and
such other provisions as are deemed necessary or desirable, the parties have agreed, subject to the approval and
adoption of this Plan by the requisite vote of the stockholders of each Constituent Corporation, and subject to the
conditions set forth below, as follows:

                                                        Article I.

                                      Merger and Name of Surviving Corporation

   On the Effective Date of the merger, Merger Co. shall be merged with and into TXL, which is designated as the
"Surviving Corporation," the name of which on the Effective Date of the merger shall be " TXL, Ltd.," or such other
name as may be available and the parties may agree to.

                                                       Article II.

                                            Terms and Conditions of Merger

   The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

© Copyright 2012 Docstoc Inc. registered document proprietary, copy not                                  2
       (a). On the Effective Date of the merger:

           (1). Merger Co. shall be merged into TXL to form a single corporation and TXL shall be designated as
       the Surviving Corporation.

          (2). The separate existence of Merger Co. shall cease.

          (3). The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be
       subject to all duties and liabilities of a corporation organized under the _________ Corporation Code.

           (4). The Surviving Corporation shall possess all the rights, privileges, immunities, and franchises, of a
       public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal,
       and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in
       action, and all other interest, of each of the Constituent Corporations, shall be deemed to be transferred to the
       Surviving Corporation without further act the title to any real estate or interest, vested in either Constituent
       Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation
       shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations;
       any claim existing or action or proceeding pending by or against either of such Constituent Corporations may
       be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place
       of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of either of
       the Constituent Corporations shall be impaired by the merger.

       (b). On the Effective Date of the merger, the articles of incorporation of the Surviving Corporation shall be
   the articles of incorporation of TXL and the bylaws of the Surviving Corporation shall be the bylaws of TXL.

       (c). On the Effective Date of the merger, the board of directors of the Surviving Corporation shall consist of
   the members of the board of directors of TXL immediately prior to the merger, to serve in accordance with the
   bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and
   qualified in accordance with such bylaws and the laws of the state of _________.

      (d). On the Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of
   TXL immediately prior to the merger, such officers to serve in accordance with the bylaws of the Surviving
   Corporation and until their respective successors shall have been elected and qualified in accordance with such
   bylaws and the laws of the state of _________.

   If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the officers of
the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving
Corporation.

                             
				
DOCUMENT INFO
Shared By:
Stats:
views:530
posted:9/13/2010
language:English
pages:7
Description: This document sets forth a sample plan of merger between two corporations. As drafted, this agreement is a Type A reorganization, referring to Section 368 of the Internal Revenue Code. The surviving corporation shall have all the rights, privileges, immunities, and franchises of both constituent corporations but the surviving corporation is also responsible and liable for all liabilities and obligations of each constituent corporation. This short-form merger agreement contains standard clauses commonly used in these types of agreements but it can be customized to ensure the specific terms of the parties’ agreement are addressed.
This document is also part of a package M&A Forms for your Business 6 Documents Included