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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 ...

A merger agreement (or ?definitive merger agreement?) is the legal contract that is drawn up and signed by both parties when two companies merge. Its terms and conditions can be quite detailed, and it usually spells out several parameters regarding staffing actions to be implemented.

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

Examples of a merger clause ?This contract is intended by the parties to be the full and final expression of their agreement and shall not be contradicted by any prior written or oral agreement.?

The merger consideration may comprise cash, equity or debt securities, rights, other property, or a combination of any of the foregoing. Merger transactions typically require approval of the boards of directors of the constituent companies and a vote of the shareholders of the constituent companies.

Common Sections in Agreements Of Merger THE MERGER. DISSENTING SHARES; PAYMENT FOR SHARES; OPTIONS. REPRESENTATIONS AND WARRANTIES. REPRESENTATIONS AND. COVENANTS. CONDITIONS TO CONSUMMATION OF THE MERGER. TERMINATION; AMENDMENT; WAIVER. MISCELLANEOUS.

An M&A deal structure is a binding agreement that two parties make in a merger or acquisition. This agreement outlines the rights and obligations of both parties. It states what each party gets and what each is obligated to do as per the agreement.