A Merger Support Agreement is utilized when seeking to secure binding commitments from significant shareholders in support of a proposed merger transaction. The document is particularly crucial in U.S. jurisdictions where shareholder approval is required for major corporate transactions. It typically outlines voting commitments, transfer restrictions, and cooperation obligations of supporting shareholders. The agreement must comply with U.S. federal and state securities laws, as well as corporate governance requirements. It serves as a critical tool in ensuring merger certainty and demonstrating stakeholder support to regulatory authorities.
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1. Parties: Identification of merging entities and supporting parties
2. Background: Context of the merger and support arrangement
3. Definitions: Key terms used throughout the agreement
4. Support Obligations: Core obligations of supporting parties regarding the merger
5. Voting Commitments: Specific commitments regarding voting of shares
6. Transfer Restrictions: Limitations on transfer of shares during support period
7. Term and Termination: Duration and termination conditions
1. Non-Solicitation: Restrictions on soliciting competing offers (include when supporting party holds significant shares)
2. Standstill Provisions: Restrictions on additional share acquisitions (include when supporting party is a potential competitor)
3. Public Announcements: Coordination of public communications (include when supporting party is high-profile)
1. Schedule of Owned Shares: Details of shares held by supporting party
2. Form of Proxy: Template for voting proxy if required
3. Merger Agreement Summary: Key terms of the underlying merger agreement
4. Required Regulatory Approvals: List of necessary regulatory clearances
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