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Combination Agreement Template for United States

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Key Requirements PROMPT example:

Combination Agreement

"I need a Combination Agreement for merging two technology companies, where the target company has significant intellectual property assets in AI development and we need strong provisions for employee retention and IP protection during the transition period."

Document background
The Combination Agreement serves as the primary transaction document in business combinations under U.S. law, typically used when companies seek to merge operations, consolidate resources, or create a new combined entity. This agreement type is essential for both public and private company transactions, requiring careful consideration of federal securities laws, state corporation laws, and antitrust regulations. The document includes detailed provisions about transaction structure, consideration, representations and warranties, and closing conditions, while addressing regulatory compliance, shareholder approval requirements, and post-closing obligations.
Suggested Sections

1. Parties: Identification of combining entities and their details

2. Background: Context and purpose of the combination

3. Definitions: Key terms used throughout the agreement

4. Transaction Structure: Details of how the combination will be executed

5. Consideration: Terms of payment or exchange

6. Conditions Precedent: Requirements that must be met before closing

7. Representations and Warranties: Statements of fact and assurances from each party

8. Covenants: Ongoing obligations of the parties

9. Closing Mechanics: Process and requirements for completing the transaction

Optional Sections

1. Employee Matters: Treatment of employees post-combination, including retention, benefits, and integration plans

2. Tax Matters: Specific tax treatment, allocations, and indemnities related to the combination

3. Transition Services: Post-closing service arrangements between the parties to ensure business continuity

Suggested Schedules

1. Disclosure Schedules: Exceptions to representations and warranties made by each party

2. Form of Merger Certificate: Legal document to be filed with state authorities to effectuate the combination

3. Required Regulatory Approvals: List of necessary governmental and regulatory consents

4. Material Contracts: Schedule of key agreements affecting the combination

5. Employee Benefit Plans: Details of compensation and benefit arrangements to be maintained or modified

6. Real Property Schedule: Comprehensive list of owned and leased properties involved in the transaction

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

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Industries

Securities Act of 1933 and Exchange Act of 1934: Federal laws governing securities registration, disclosure obligations, and anti-fraud provisions for business combinations involving public companies

Hart-Scott-Rodino Antitrust Improvements Act: Federal law requiring merger notifications, establishing waiting periods, and addressing competition considerations for qualifying transactions

Clayton and Sherman Antitrust Acts: Core federal antitrust laws governing competition impact and antitrust compliance in business combinations

Internal Revenue Code: Federal tax legislation affecting structure and tax implications of business combinations

Sarbanes-Oxley Act: Federal law establishing corporate governance requirements and financial disclosure obligations for public companies

State Corporation Laws: State-specific laws (e.g., Delaware General Corporation Law) governing merger procedures, shareholder approvals, and fiduciary duties

Blue Sky Laws: State securities laws establishing registration requirements and disclosure obligations at the state level

State Employment Laws: State-specific regulations governing employee rights, benefits continuation, and workforce-related requirements in business combinations

Industry-Specific Regulations: Sector-specific regulatory requirements and approvals (e.g., banking, healthcare, communications) that may apply to the combination

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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