This form is a Merger Agreement. The form provides that if a cause of action should arise because of a dispute, the prevailing party will be entitled to recover reasonable attorneys' fees. The form must also be signed in the presence of a notary public.
Utah Merger Agreement
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Multi-State
Control #:
US-00563
Format:
Word;
Rich Text
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FAQ
A certificate of merger is the certificate evidencing the merger of two or more entities into one entity. This Certificate of Merger complies with the requirements of the Delaware General Corporation Law (DGCL) and must be filed with the Secretary of State of Delaware (SOS).
Merger transactions typically require approval of the boards of directors of the constituent companies and a vote of the shareholders of the constituent companies.
Most M&A transactions are straightforward in this regard. The buyer prefers to buy 100% of the target equity. In the absence of any information to the contrary, the % of equity bought is used to determine the level of involvement.
The board is responsible for approving a company's strategic plan, and the board should evaluate proposed acquisitions in the context of that plan.
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons, including a parent party (Section 1200), may be parties to the agreement of merger.
The Agreement of Merger is the statutory agreement drafted, executed and filed with the Secretary of State pursuant to California Corporations Code sections 1101 and 1103.
Because the FTC and the Department of Justice share jurisdiction over merger review, transactions requiring further review are assigned to one agency on a case-by-case basis depending on which agency has more expertise with the industry involved.
MERGER & CONSOLIDATION: PROCEDURE Short-Form Merger: A merger between a parent and a subsidiary (at least 90% owned by the parent) which can be accomplished without shareholder approval.
The merger process varies from state-to-state. However, there are some rules that all states have in common. First, you can expect every state to require board approval from the target firm (the one that will not survive for a merger).
What is a Certificate Of Merger? A certificate of merger, also known as an articles of merger, is a document that provides evidence of the merger between two or more entities into one entity.