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A merger is an agreement that unites two existing companies into one new company.
The SEC requires public companies to report entering into a merger agreement, if it is material to the company, on a Form 8-K. Companies often file the press release as an exhibit to the Current Report on Form 8-K.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
Merger means that two companies have joined hands and decided to proceed as one firm. It indicates that the CEOs of both companies have mutually agreed to ally. The structure of mergers depends on the relationship between two parties, but they include vertical, horizontal, conglomerate, and rollup mergers.
A merger is a business deal where two existing, independent companies combine to form a new, singular legal entity. Mergers are voluntary. Typically, both companies are of a similar size and scope and both stand to gain from the transaction.
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 ...