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Simple Merger Agreement

Simple Merger Agreement Template for India

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Key Requirements PROMPT example:

Simple Merger Agreement

"I need a Simple Merger Agreement for merging my mid-sized IT services company with a larger software development firm, with completion planned for March 2025; the agreement should include specific provisions for intellectual property transfer and employee retention incentives."

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Document background
A Simple Merger Agreement is a fundamental legal document used in Indian corporate restructuring transactions when two companies wish to combine their businesses through a merger. This document is essential for compliance with Indian corporate law, particularly the Companies Act 2013, and is typically used in straightforward merger scenarios where one company is absorbed into another. The agreement outlines all crucial aspects of the merger, including asset and liability transfers, share exchange ratios, employee transitions, and regulatory requirements. It serves as the primary document for obtaining approvals from shareholders, boards, and regulatory authorities such as the National Company Law Tribunal (NCLT). The Simple Merger Agreement is particularly suitable for domestic mergers where complex international considerations or elaborate corporate structures are not involved.
Suggested Sections

1. Parties: Identification of the merging entities, including full legal names, registration numbers, and registered offices

2. Background: Recitals explaining the context of the merger and the intentions of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. The Merger: Core terms describing the merger structure, including the transfer of assets, liabilities, and undertakings

5. Consideration: Details of the merger consideration, including share exchange ratio or cash payment terms

6. Conditions Precedent: Conditions that must be satisfied before the merger becomes effective

7. Completion: Steps to be taken at completion and the completion process

8. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

9. Representations and Warranties: Standard representations and warranties from both parties

10. Employee Matters: Treatment of employees post-merger, including transfer terms and benefits

11. Tax Matters: Tax-related provisions and allocations of tax liabilities

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details

13. Notices: Process for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Break Fee: Terms regarding break fee payment if the merger fails under specific circumstances

2. Non-Compete: Non-competition restrictions for key shareholders or promoters post-merger

3. Transition Services: Terms for providing transition services between the parties post-merger

4. Intellectual Property: Specific provisions dealing with IP transfer and protection if significant IP assets are involved

5. Environmental Matters: Specific provisions for environmental liabilities and compliance if environmental risks are significant

6. Foreign Investment Compliance: Additional provisions for compliance with FEMA and foreign investment regulations if foreign entities are involved

7. Real Estate: Specific provisions dealing with real estate transfers if significant property assets are involved

Suggested Schedules

1. Assets Schedule: Detailed list of assets being transferred

2. Intellectual Property Schedule: List of all IP rights being transferred

3. Employee Schedule: List of transferring employees and their key terms

4. Real Estate Schedule: Details of all real estate assets involved

5. Material Contracts Schedule: List of key contracts being transferred

6. Encumbrances Schedule: List of all encumbrances on assets being transferred

7. Share Capital Schedule: Details of share capital structure pre and post-merger

8. Completion Obligations Schedule: Detailed list of completion deliverables and actions

9. Required Consents Schedule: List of all third-party and regulatory consents required

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Manufacturing

Information Technology

Financial Services

Healthcare

Real Estate

Retail

Telecommunications

Professional Services

Energy

Infrastructure

Consumer Goods

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Human Resources

Compliance

Risk Management

Operations

Strategy

Corporate Secretarial

Investor Relations

Tax

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Development Director

Merger Integration Manager

Legal Counsel

Finance Director

Human Resources Director

Risk Management Officer

Compliance Officer

Board Member

Managing Director

Strategy Director

Operations Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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