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Simple Merger Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Simple Merger Agreement is a fundamental legal document used in Australian corporate transactions when two companies wish to combine their businesses through a straightforward merger structure. This document is particularly suitable for medium-sized private companies seeking to merge without complex group restructuring or multi-jurisdictional considerations. The agreement complies with Australian corporate law requirements, including the Corporations Act 2001 and Competition and Consumer Act 2010, and provides a comprehensive framework for executing the merger. It covers essential elements such as deal terms, warranties, conditions precedent, and completion mechanics, while being more streamlined than agreements used for large public company mergers. The Simple Merger Agreement is typically used when both parties have conducted sufficient due diligence and agreed on fundamental terms, requiring a clear legal document to execute their intentions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























































Clauses







































Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Mining

Agriculture

Transport and Logistics

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Executive Leadership

Board of Directors

Company Secretariat

Mergers & Acquisitions

Due Diligence

Risk Management

Compliance

Human Resources

Operations

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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