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Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
Section 233 of the Companies Act, 2013 introduces the globally accepted concept of Fast Track Merger Process which introduces a slightly simpler procedure for mergers and amalgamations of certain classes of companies including small companies, holding and subsidiary companies.
In corporate law, a merger is the absorption of one corporation into another. The surviving corporation acquires all the assets and liabilities of the corporation getting absorbed. The joining of non-corporate entities such as associations may sometimes be called a merger as well.
A merger is the voluntary fusion of two companies on broadly equal terms into one new legal entity. The firms that agree to merge are roughly equal in terms of size, customers, and scale of operations.
The 2013 Act enables mergers or amalgamations between two or more small companies and between a holding company and its wholly owned subsidiary without being referred to NCLT for approval subject to the approvals obtained from (i) Members or class of members holding 90% of the total number of shares and (ii) Majority ...
As per Section 230 of companies act 2013: In case of a merger between the company and its creditors or members, the tribunal shall order a meeting of the creditors and members on the application of creditors, members, or the company. The application shall be made in Form No. NCLT-1.