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What is an Agreement Of Merger? An agreement of merger is a legal document that establishes the terms and conditions to combine two or more businesses into one new entity. The business owners of the merging companies agree to sell all their stock and assets to the newly formed company for an agreed upon price.
A definitive agreement, also called a ?definitive purchase agreement,? ?stock purchase agreement,? or ?definitive merger agreement,? is a binding contract that records the final terms and conditions between two companies.
Along with the press release, the public target will also file the definitive agreement (usually as an exhibit to the press release 8-K or sometimes as a separate 8-K). In a stock sale, the agreement is often called the merger agreement, while in an asset sale, it's often called an asset purchase agreement.
An integration clause?sometimes called a merger clause or an entire agreement clause?is a legal provision in Contract Law that states that the terms of a contract are the complete and final agreement between the parties.