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Merger Agreement

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This template Merger Agreement sets forth a merger between two companies, the Target and Acquirer. As drafted, the Acquirer will be the surviving corporation and the consideration will be cash. This short-form agreement is intended to supply standard terms and provisions, such as restrictions on the business conduct of Target prior to closing and a confidentiality provision. This document can be modified to fit the needs of the drafting parties, who may choose to customize these generic clauses or add additional provisions.

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									This template Merger Agreement sets forth a merger between two companies, the
Target and Acquirer. As drafted, the Acquirer will be the surviving corporation and the
consideration will be cash. This short-form agreement is intended to supply standard
terms and provisions, such as restrictions on the business conduct of Target prior to
closing and a confidentiality provision. This document can be modified to fit the needs
of the drafting parties, who may choose to customize these generic clauses or add
additional provisions.
                                     MERGER AGREEMENT
This Merger Agreement (herein referred to as the “Agreement”) is made and entered into this
___ day of ___________, 20___, by and between ___________________________ (herein
referred to as the “Target”) whose offices are located at _____________________________ and
___________________________________ (herein referred to as the “Acquirer”) whose offices
are located at _______________________________, hereinafter collectively referred to as the
“Parties”.

        WHEREAS, the Boards of Directors of Target and Acquirer have determined that it is in
the best interests of their respective companies and their stockholders to consummate the
strategic business combination transaction provided for in this Agreement in which Target will,
on the terms and subject to the conditions set forth in this Agreement, merge with and into,
Acquirer as the surviving company in the Merger (sometimes referred to in such capacity as the
“Surviving Corporation”);

       WHEREAS, the parties desire to make certain representations, warranties and agreements
in connection with the Merger and also to prescribe certain conditions to the Merger.

        NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:

I.    FORM OF MERGER

1.1    Subject to the terms and conditions contained in this Agreement, Target will be merged
with and into the Acquirer (hereinafter referred to as the “Merger”). The Parties agree that the
Merger shall take the form of amalgamation. Acquirer will be the Surviving Corporation of the
Merger, and Target shall be dissolved after the Merger.

1.2    The Merger will be effective as of the date and at such time as this Agreement and any
other documents necessary to effect the Merger in accordance are duly filed with the Secretary of
State of the State of ______________________, hereinafter referred to as (the “Effective
Time”).

1.3  Upon the Merger, the total amount of consideration to be paid by Acquirer to Target shall
be US$____________________. The registered capital of the new company shall be
US$____________________.

 [Instruction: Parties shall determine whether an independent transfer agent should be used
in order to hold the consideration and successfully complete the transfer to Target upon the
Closing]

II.      CLOSING



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2.1    It is anticipated that the consummation of the transactions contemplated herein will occur
on or before _____________________, or such other date as the Parties may agree.

III.     RIGHTS AND LIABILITIES

3.1     Upon the Effective Time, the rights and liabilities of Target shall be enjoyed and assumed
by the Surviving Corporation.

[Instruction: The Parties may consider a due diligence period during which time the Acquirer
may review the books and records, and any other documents related to the Target that may be
required by Acquirer]

IV.     RELATED CONTRACTS

4.1 Upon the Effective Time, the Surviving Corporation shall become a party to the contracts
entered into by Target in accordance with law.

4.2    The Certificate of Incorporation of Acquirer shall become the Certificate of Incorporation
of the Surviving Corporation and the Bylaws of Acquirer shall become the Bylaws of the
Surviving Corporation.

V.     STAFF AND WORKERS

5.1    Upon the Effective Time, the directors, officers and other staff of Acquirer shall be and
become the directors and officers (holding the same titles and positions) of the Surviving
Corporation, and shall serve in accordance with the Certificate of Incorporation and Bylaws of
the Surviving Corporation.

VI.      CONDUCT OF BUSINESS PRIOR TO EFFECTIVE TIME

6.1     Except as expressly contemplated by or permitted by this Agreement or with the prior
written consent of the other party, during the period from the date of this Agreement to the
Effective Time, each of the Parties shall, and shall (a) use commercially reasonable efforts to
maintain and preserve intact its business organization and advantageous business relationships;
(b) take no action that is intended to or would reasonably be expected to adversely affect or
materially delay the ability of the Parties to obtain any necessary approvals of any Regulatory
Agency or other Governmental Entity required for the transactions contemplated hereby or to
perform its covenants and agreements under this Agreement or to consummate the transactions
contemplated hereby or thereby; and (c) take no action that will injure or diminish the value of
the business organization, including but not limited to assuming new debt and obligations,
without notice to Acquirer.

VII.     CONFIDENTIALITY

7.1     “Confidential Information” means all materials or information disclosed by either
Strategic Partner or Company (the “Disclosing Party”) to the other (the “Recipient”).



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Confidential Information does not include information that:

         (i) is or becomes generally available to the public other than as a result of a disclosure by
         the Recipient, the Recipient's employees, or any other person who receives the
         information from the Recipient or the Recipient's employees; or as a result of a disclosure
         by a third party who is known by the Recipient as having violated a confidentiality
         obligation to the Disclosing Party;

         (ii) is or becomes available to Recipient on a non-confidential basis from a source that is
         entitled to disclose it to Recipient; or

         (iii) was developed by employees or agents of the Recipient independently of and without
         reference to any information communicated to the Recipient by the Disclosing Party.

7.2     Prior to the consummation of the Merger, neither Party shall disclose Confidential
Information of the other, except on a confidential basis, to its respective employees, accountants,
attorneys and other professional advisors or as otherwise expressly provided herein, without the
prior written consent of the other. If at any time either Party is requested or required (by oral
questions, interrogatories, requests for information or documents, subpoenas or similar legal
process) to disclose any Confidential Information of the other, it (to the extent reasonably
practical) shall promptly notify the other party so that the other party may seek an appropriate
protective order and/or waive compliance with the provisions hereof. If, in the absence of a
protective order or the receipt of a waiver hereunder, in the reasonable opinion of counsel for
either party, such party is compelled to disclose Confidential Information of the other party to
any tribunal or any governmental agency, it may disclose such information to such tribunal or
agency without liability hereunder.

VIII.      MATTERS RELATING TO THE MERGER

8.1    Pursuant to this Agreement, the Acquirer shall be authorized to take over the assets of
Target and in its sole discretion dispose of such assets upon the Effective Time.

8.2    The Acquirer shall be authorized to request Target to transfer all documents relating to its
operating assets to the Acquirer. Such documents include but are not limited to all kinds of
accounts, books and records and information on equipment and technology.

IX.      EMPLOYEE BENEFIT PLANS

9.1      As of the Effective Time, the obligations of Target under or with respect to every plan,
trust, program and benefit then in effect or administered by Target for the benefit of its directors,
officers and staff, shall become the lawful obligations of Acquirer and shall be implemented and
administered in the same manner and without interruption until the same are amended or
otherwise lawfully altered or terminated. Acquirer hereby expressly adopts and assumes all
obligations of Target under such employee benefit plans.




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X.     LIABILITY FOR BREACH

10.1 Any Party acting in violation of this Agreement shall constitute a breach of contract and
such Party shall assume liability for breach and compensate the other Party for any losses
incurred as a result of such breach.

XI.      ASSIGNMENT

11.1 Neither party hereto may assign any of its rights or obligations hereunder without the
prior written consent of the other party hereto. This Agreement will be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted assigns.

XII.     ABANDONMENT

12.1 At any time before the Closing, this Agreement may be terminated and the Merger
abandoned by the Target or the Acquirer, notwithstanding approval of this Agreement by the
holders of the outstanding Interests in Target and such Management Committee and such Board
of Directors. [Instruction: This provision is optional, and/or may contain specific
requirements for an abandonment to be effective]

XIII. AMENDMENT

13.1 At any time before the effective of the Merger, this Agreement may be amended,
modified or supplemented by the Parties.

XIV. GOVERNING LAW

14.1 This Agreement will be governed by and interpreted in accordance with the laws of the
State of ____________________, excluding that body of law known as conflicts of law. The
Parties agree that any dispute arising under this Agreement will be resolved solely in the state or
federal courts in ____________________, and the Parties hereby expressly consent to
jurisdiction therein. In the event of any dispute, the prevailing party shall be entitled to recover
its reasonable attorneys’ costs from the non-prevailing party.

XV.      ENTIRE AGREEMENT

15.1 This Agreement constitutes and contains the entire agreement between the Parties with
respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written
agreements. This Agreement may not be modified or amended, except by an instrument in
writing signed by duly authorized officers of both of the Parties hereto.

XVI. COUNTERPARTS

16.1 This Agreement may be executed in any number of counterparts, each of which will be
an original as regards any party whose signature appears thereon and all of which together will
constitute one and the same instrument.



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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as
of the date and year first above written.

TARGET:

Signature: _________________

Name: ____________________

Title: _____________________


ACQUIRER:

Signature: _________________

Name: ____________________

Title: _____________________




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