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Reverse Triangular Merger Agreement
"I need a Reverse Triangular Merger Agreement for the acquisition of a mid-size healthcare technology company in California, where our Delaware parent company will use a newly formed subsidiary to acquire the target while maintaining its existing contracts and licenses, with closing expected by March 2025."
1. Parties: Identification of Parent company, Merger Sub, and Target company
2. Background: Context and purpose of the merger transaction
3. Definitions: Key terms used throughout the agreement
4. The Merger: Structure, effects, and mechanics of the reverse triangular merger
5. Consideration: Terms of payment/exchange of shares
6. Representations and Warranties: Statements of fact by all parties about their business and operations
7. Covenants: Pre-closing and post-closing obligations of the parties
8. Closing Conditions: Requirements that must be met before closing
9. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Treatment of employee benefits, compensation, and related arrangements in the context of the merger
2. Tax Matters: Specific tax treatment, allocations, and structuring considerations for the merger transaction
3. Financing: Terms and conditions of any financing arrangements required to complete the merger
1. Disclosure Schedules: Detailed schedules containing exceptions to representations and warranties made by the parties
2. Form of Certificate of Merger: Legal document to be filed with Secretary of State to effectuate the merger
3. Surviving Corporation Governance Documents: Post-merger bylaws and articles of incorporation of the surviving entity
4. Required Consents Schedule: Comprehensive list of third-party approvals and regulatory consents needed for the merger
5. Material Contracts Schedule: List and copies of key agreements affecting the merger transaction
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