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Simple Merger Agreement
"I need a Simple Merger Agreement for the merger of two Australian technology companies, with particular focus on protecting intellectual property rights and software assets, targeting completion by March 2025."
1. Parties: Identifies and provides full legal details of all parties to the merger agreement
2. Background: Recitals explaining the context and purpose of the merger
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement
4. Agreement to Merge: Core provision setting out the fundamental agreement to merge and the structure of the transaction
5. Purchase Price and Consideration: Details of the merger consideration, including any share exchanges, cash components, or other forms of consideration
6. Conditions Precedent: Conditions that must be satisfied before the merger can complete
7. Pre-Completion Obligations: Obligations of each party between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for completion of the merger, including timing and delivery requirements
9. Representations and Warranties: Standard representations and warranties from each party
10. Confidentiality: Provisions regarding the confidentiality of the transaction and party information
11. Termination: Circumstances under which the agreement can be terminated and the consequences
12. Dispute Resolution: Process for resolving any disputes that arise under the agreement
13. General Provisions: Standard boilerplate provisions including notices, governing law, and entire agreement clauses
14. Execution: Formal execution blocks for all parties
1. Employee Matters: Required when the merger involves significant employee transfers or redundancies
2. Tax Matters: Required when specific tax structuring or indemnities are needed
3. Intellectual Property: Required when significant IP assets are involved in the merger
4. Post-Completion Integration: Used when specific post-merger integration steps need to be agreed upon
5. Break Fee: Required when parties agree to break fees for non-completion
6. Foreign Investment Provisions: Required when the merger involves foreign investors or FIRB approval
7. Competition Approval: Required when the merger requires ACCC approval
8. Transitional Services: Required when one party will provide services to the other post-completion
1. Schedule 1 - Capital Structure: Details of the share capital and security holders of both entities
2. Schedule 2 - Company Details: Detailed corporate information about both entities
3. Schedule 3 - Completion Steps: Detailed checklist of actions required for completion
4. Schedule 4 - Form of Transfer Documents: Pro forma transfer instruments and other completion documents
5. Schedule 5 - Material Contracts: List and details of material contracts affecting the merger
6. Schedule 6 - Properties: Details of real property and lease arrangements
7. Appendix A - Disclosure Letter: Exceptions and qualifications to the warranties
8. Appendix B - Due Diligence Information: List of all due diligence information provided
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Mining
Agriculture
Transport and Logistics
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Strategy
Executive Leadership
Board of Directors
Company Secretariat
Mergers & Acquisitions
Due Diligence
Risk Management
Compliance
Human Resources
Operations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Managing Director
Company Secretary
Head of Strategy
Head of Corporate Development
Merger Integration Manager
Chief Operating Officer
Board Director
Financial Controller
Legal Counsel
Corporate Advisory Director
Due Diligence Manager
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