The Short Form Merger Agreement is specifically tailored for use in New Zealand's legal environment where parties seek to document a merger transaction in a concise yet comprehensive manner. This document type is particularly appropriate for transactions between small to medium-sized enterprises, or where the merger structure is relatively straightforward and doesn't require extensive warranties or complex completion mechanics. It incorporates key requirements under the Companies Act 1993, Commerce Act 1986, and other relevant New Zealand legislation, while maintaining a practical, business-friendly approach. The agreement includes essential provisions for merger implementation but omits the more elaborate provisions typically found in full-length merger agreements, making it ideal for transactions where parties wish to minimize complexity and legal costs while ensuring proper documentation of their merger arrangement.
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1. Parties: Identification of the merging entities and their legal details
2. Background: Context of the merger and brief description of the companies involved
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Agreement to Merge: Core agreement to merge and basic structure of the transaction
5. Purchase Price and Consideration: Details of the merger consideration and payment terms
6. Conditions Precedent: Conditions that must be satisfied before the merger can complete
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completing the merger
9. Warranties and Representations: Basic warranties from both parties about their capacity and authority
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the merger
12. Costs: Allocation of transaction costs
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Employee Matters: Provisions dealing with transfer of employees and employment terms - include if employees are being transferred
2. Intellectual Property: Specific provisions for IP rights transfer - include if significant IP assets are involved
3. Tax Provisions: Specific tax-related provisions - include if there are complex tax implications
4. Break Fee: Provisions for break fee payment - include if agreed between parties
5. Post-Completion Adjustments: Mechanisms for price adjustments - include if consideration is subject to adjustments
6. Non-Competition: Non-compete provisions - include if sellers are to be restricted post-completion
7. Transitional Services: Provisions for post-completion services - include if ongoing support is needed
1. Schedule 1 - Merger Consideration: Detailed breakdown of consideration and payment terms
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion
3. Schedule 3 - Basic Warranties: Full list of warranties given by each party
4. Schedule 4 - Properties: List of real property assets included in the merger
5. Schedule 5 - Material Contracts: List of key contracts affected by the merger
6. Appendix A - Form of Board Resolutions: Template board resolutions approving the merger
7. Appendix B - Form of Shareholder Resolutions: Template shareholder resolutions approving the merger
8. Appendix C - Completion Certificate: Form of certificate confirming satisfaction of conditions precedent
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Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Company Secretariat
Business Development
Risk & Compliance
Corporate Affairs
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Manager
Corporate Development Manager
M&A Director
Transaction Manager
Board Director
Commercial Director
Integration Manager
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