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Simple Merger Agreement
"I need a Simple Merger Agreement for merging my small tech consulting firm with a local software development company in Manila, with plans to close by March 2025, ensuring compliance with Philippine regulations while keeping the structure straightforward."
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
Authors
Manufacturing
Technology
Retail
Financial Services
Real Estate
Healthcare
Professional Services
Consumer Goods
Energy
Transportation and Logistics
Agriculture
Construction
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Strategy
Business Development
Board Secretariat
Corporate Communications
Human Resources
Operations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Mergers & Acquisitions Director
Corporate Development Manager
Board Member
Managing Director
Finance Director
Compliance Officer
Business Development Director
Strategy Director
Integration Manager
Risk Manager
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