The Agreement and Plan of Merger is a crucial document in Indian corporate law used to formalize and execute the combination of two or more companies into a single entity. This document is essential when companies seek to combine their operations, assets, and liabilities through a merger or amalgamation under Indian jurisdiction. It must comply with the Companies Act, 2013, SEBI regulations (for listed companies), and other relevant Indian laws. The agreement comprehensively addresses share exchange ratios, corporate governance, employee matters, regulatory approvals, and post-merger integration. It's particularly important for transactions requiring NCLT approval and includes necessary provisions for shareholder and creditor approvals, making it a fundamental instrument in corporate restructuring under Indian law.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the merging entities, including their corporate details and registered offices
2. Background/Recitals: Context of the merger, brief description of the companies, and purpose of the transaction
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. The Merger: Detailed structure of the merger, including the mechanics of combination and resulting entity
5. Treatment of Securities: Conversion or exchange ratios for shares, treatment of various classes of securities
6. Consideration: Details of merger consideration, including payment mechanisms and adjustments
7. Effective Time and Closing: Timing and procedures for closing the merger and making it effective
8. Representations and Warranties: Comprehensive warranties from both parties about their business, assets, and liabilities
9. Covenants: Pre-closing obligations, conduct of business, and cooperation requirements
10. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Indemnification: Mutual indemnification provisions and procedures
13. General Provisions: Standard clauses including notices, governing law, dispute resolution, and amendments
1. Employee Matters: Used when specific employee-related arrangements or protections need to be addressed
2. Tax Matters: Include when specific tax structuring or allocation of tax liabilities needs detailed treatment
3. Financing Provisions: Required when the merger involves specific financing arrangements or conditions
4. Stockholder Rights: Necessary for listed companies or when providing specific rights to certain stockholders
5. Treatment of Stock Options: Include when dealing with employee stock options or other equity-based compensation
6. Foreign Investment Compliance: Required for cross-border mergers or when foreign investment regulations apply
7. Competition Compliance: Detailed provisions when the merger requires competition law clearances
8. Transition Services: Include when post-merger transition support is required between the parties
1. Merger Consideration Calculations: Detailed calculations and methodologies for determining merger consideration
2. Required Regulatory Approvals: List of all regulatory approvals needed for the merger
3. Material Contracts: List of important contracts affected by the merger
4. Intellectual Property: Schedule of IP rights owned by each party
5. Real Property: Details of owned and leased properties
6. Permitted Encumbrances: List of acceptable liens and encumbrances
7. Employee Benefits: Details of employee benefit plans and arrangements
8. Disclosure Schedules: Exceptions and qualifications to representations and warranties
9. Form of Shareholders' Resolution: Draft resolution for shareholder approval
10. Form of Court Application: Draft application for NCLT approval
Find the exact document you need
Merger Contract
An Indian law-governed agreement facilitating the merger of two or more companies, compliant with Companies Act 2013 and related regulations.
Download
Merger Support Agreement
An Indian law-governed agreement securing shareholder commitment to support a proposed merger transaction through voting obligations and share transfer restrictions.
Download
Short Form Merger Agreement
A streamlined merger agreement template under Indian law for straightforward corporate combinations, designed for transactions requiring minimal complexity.
Download
Reverse Merger Agreement
An Indian law-governed agreement facilitating the merger of a private company into a public shell company for achieving listed status without traditional IPO.
Download
Combination Agreement
An Indian law-governed agreement that establishes the terms and framework for combining two or more business entities, including transaction structure, regulatory compliance, and stakeholder obligations.
Download
Merger Implementation Agreement
A legal agreement governing the implementation of a corporate merger under Indian law, detailing terms, conditions, and execution steps.
Download
Agreement And Plan Of Merger
An Indian law-governed agreement detailing the terms and conditions for merging two or more companies, including structural, financial, and regulatory requirements.
Download
Company Acquisition Agreement
An Indian law-governed agreement that documents the terms and conditions for the acquisition of a company, including purchase terms, warranties, and regulatory compliance requirements.
Download
Merger And Acquisition Term Sheet
An Indian law-governed preliminary document outlining key terms and conditions for a proposed merger or acquisition transaction.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)