The Simple Merger Agreement is a crucial document used when two companies in the Philippines intend to combine their operations through a straightforward merger transaction. This document type is particularly suitable for domestic mergers where the transaction structure is relatively uncomplicated and the entities involved are closely held or of similar size. The agreement must comply with the Corporation Code of the Philippines, the Securities Regulation Code (if applicable), and the Philippine Competition Act. It typically includes essential provisions covering the merger structure, valuation, share exchange ratios, conditions precedent, and regulatory approvals. The Simple Merger Agreement is distinct from more complex merger agreements in that it focuses on fundamental merger elements while maintaining clarity and accessibility for stakeholders, making it ideal for transactions where elaborate provisions for international considerations, complex earnouts, or multiple-step transactions are not required.
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1. Parties: Identification of the merging entities, including complete corporate details and registration information
2. Background: Context of the merger, brief description of the companies' businesses, and purpose of the merger
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. The Merger: Core terms describing the merger structure, surviving entity, and effective date
5. Merger Consideration: Details of the payment, share exchange ratio, or other consideration for the merger
6. Representations and Warranties: Statements of fact and assurances from both parties about their legal status, financial condition, and authority
7. Closing Conditions: Prerequisites that must be satisfied before the merger can be completed
8. Pre-Closing Covenants: Obligations of both parties between signing and closing, including conduct of business requirements
9. Closing Mechanics: Procedural requirements for closing, including required documents and actions
10. Termination: Circumstances under which the agreement can be terminated and the consequences
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement clause
1. Post-Closing Covenants: Used when there are specific obligations that survive closing, such as employee retention or business integration requirements
2. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
3. Employee Matters: Required when the merger involves significant employment considerations or restructuring
4. Intellectual Property: Include when IP assets are a significant aspect of the merger
5. Real Property: Needed when real estate assets are material to the transaction
6. Environmental Matters: Include for businesses with significant environmental considerations or liabilities
7. Competition Law Compliance: Required when the merger needs Philippine Competition Commission approval
1. Schedule A - Corporate Information: Detailed corporate information of both entities including shareholding structure
2. Schedule B - Material Assets: List of significant assets being transferred in the merger
3. Schedule C - Material Contracts: Key contracts that may be affected by the merger
4. Schedule D - Intellectual Property: List of IP rights owned by the merging entities
5. Schedule E - Employee Information: Details of employees and their terms of employment
6. Schedule F - Permits and Licenses: List of governmental authorizations and licenses
7. Appendix 1 - Closing Checklist: List of all documents and actions required for closing
8. Appendix 2 - Form of Board Resolutions: Template resolutions for approval of the merger
9. Appendix 3 - Form of Shareholder Resolutions: Template resolutions for shareholder approval
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