Merger refers to the situation where one of the constituent corporations remains in being and absorbs into itself the other constituent corporation. It refers to the case where no new corporation is created, but where one of the constituent corporations ceases to exist, being absorbed by the remaining corporation.
Generally, statutes authorizing the combination of corporations prescribe the steps by which consolidation or merger may be effected. The general procedure is that the constituent corporations make a contract setting forth the terms of the merger or consolidation, which is subsequently ratified by the requisite number of stockholders of each corporation.
Title: Oregon Checklist of Matters that Should be Considered in Drafting a Merger Agreement Keywords: Oregon, merger agreement, checklist, matters, drafting Introduction: When undertaking a merger in Oregon, it is essential to ensure a comprehensive and well-drafted merger agreement. This checklist explores the important matters that should be considered during the drafting process of a merger agreement, specifically applicable to Oregon. 1. Oregon Statutory Requirements: — Familiarize yourself with Oregon Revised Statutes (ORS) governing mergers, which provide specific guidelines for merger agreements in the state. — Address compliance with ORS 60.549, which outlines the obligations and procedures for Oregon nonprofit corporations. 2. Purpose and Structure of the Merger: — Clearly define the purpose and objectives of the merger, including any strategic, financial, or operational considerations. — Determine the structure of the merger, such as a merger of equals, acquisition, or consolidation, and ensure it aligns with the regulatory framework. 3. Identification of Parties: — List the full legal names, registered addresses, and identification numbers of the parties involved in the merger, including the acquiring company and target company/entities. 4. Effective Date and Closing: — Specify the effective date of the merger and outline the conditions precedent required for the merger to close successfully. — Address any regulatory approvals, consents, or waivers necessary for completing the merger. 5. Consideration: — Define the consideration to be exchanged between the parties, be it cash, stock, or a combination, and address any special provisions or adjustments related to the consideration. 6. Representations and Warranties: — Set forth the representations and warranties made by each party regarding their respective businesses, financials, legal compliance, and all other relevant matters. — Consider including provisions for the survival of representations and warranties beyond the closing date. 7. Covenants and Conditions: — Statamperere and post-closing covenants, such as non-competition agreements, employee retention provisions, confidential information protection, and post-merger integration plans. — Highlight any conditions necessary for the merger's completion, such as obtaining shareholder or regulatory approvals. 8. Indemnification and Remedies: — Define indemnification rights, obligations, and limitations for breaches of representations, warranties, covenants, and other obligations under the merger agreement. — Establish dispute resolution mechanisms, such as arbitration or mediation, to resolve any post-merger conflicts. 9. Termination and Expenses: — Address circumstances under which either party may terminate the merger agreement, including breach of contract, failure to obtain necessary approvals, or material adverse events. — Specify how the parties will handle termination expenses, such as reimbursement of due diligence costs or legal fees. 10. Governing Law and Jurisdiction: — Clearly state that the merger agreement is governed by and construed in accordance with the laws of Oregon, and specify the exclusive jurisdiction for resolving disputes. Conclusion: Drafting a merger agreement is a complex process that necessitates careful consideration of various matters relevant to the specific jurisdiction, such as Oregon. By following this checklist, you can ensure that the merger agreement comprehensively covers all essential aspects, providing a solid foundation for a successful merger in Oregon.
