Delaware Negotiating and Drafting the Merger Provision

State:
Multi-State
Control #:
US-ND1805
Format:
Word; 
PDF
Instant download

Description

This form provides boilerplate contract clauses that merge prior and contemporary negotiations and agreements into the current contract agreement. Several different language options are included to suit individual needs and circumstances.

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FAQ

After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: Confidentiality Agreements. Letters of Intent. Exclusivity Agreements. Disclosure Schedules. HSR Filings. Third Party Consents. Legal Opinions. Stock Certificates.

Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.

If you're eyeing up a company to acquire and are eager to make the first move, here's some key things to remember. Assess whether your mission and visions align. ... Prepare in advance. ... Give an idea of how much you'd pay. ... Get only the essential info from the seller. ... Establish important terms. ... Negotiate buyer protections.

The Company and each of its subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate ...

(a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved ...

In a merger, the acquirer and the target?s board of directors agree on a price, and the target?s shareholders then vote whether or not to approve the proposal. In a tender offer, the acquirer proposes a per-share price to the target?s shareholders, who then have the choice of whether or not to sell at the offer price.

There are two basic merger structures: direct and indirect. In a direct merger, the target company and the buying company directly merge with each other. In an indirect merger, the target company will merge with a subsidiary company of the buyer.

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

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Delaware Negotiating and Drafting the Merger Provision