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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.

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.

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.?

Small Business Merger Guidelines Compare and analyze the corporate structures. Determine the leadership of the new company. Compare the company cultures. Determine the branding of the new company. Analyze all financial positions. Determine operating costs. Do your due diligence. Conduct a valuation of all companies.

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.

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 proxy is an SEC filing (called the 14A) that is required when a public company does something that its shareholders have to vote on, such as getting acquired. For a vote on a proposed merger, the proxy is called a merger proxy (or a merger prospectus if the proceeds include acquirer stock) and is filed as a DEFM14A.

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.