This merger agreement template has 6 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our merger agreement template:
MERGER AGREEMENT This Merger Agreement (the "Agreement") is effective [DATE], BETWEEN: [PARTY A] ("Party A"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B] ("Party B"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] The parties are referred to singularly as "Party" and jointly as "Parties." RECITALS WHEREAS, the Parties desire to effect a merger through the exchange of Party A equity for shares in Party B on the terms set forth in this Agreement. WHEREAS, the Parties intend Party A to be merged with and into Party B. The separate existence of Party A will cease and Party B, as the acquiring entity, will survive as Party B (the "Surviving Corporation"). WHEREAS, the Parties intend the merger to be a reorganization within the meaning of Internal Revenue Code (IRC) 368(a)(1)(A) [INSERT THE RELEVANT TAX CODE NUMBER OF YOUR TAX AUTHORITY IF OUTSIDE OF USA]. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: TERMS AND CONDITIONS 1. CONVERSION OF EQUITY 1.1 Conversion of Shares. On the Closing Date (as defined below): (a) Each share of Party A that is issued and outstanding immediately before the Closing Date will be converted into [INSERT NUMBER] shares of fully paid and nonassessable common stock of the Surviving Corporation. (b) Each share of common stock of Party B that is issued and outstanding immediately before the Closing Date will continue to be an issued and outstanding share of common stock of the Surviving Corporation. 1.2 Adjustment of Conversion Ratio. If, between the date of this Agreement and the Closing Date, Party A or Party B reclassifies, combines, or subdivides its common stock, or declares or pays any dividend or distribution in units or shares, or has agreed to do any of the foregoing as of a record date before the Closing Date, then an appropriate adjustment will be made in the number of shares of common stock of the Surviving Corporation into which units of Party A would otherwise be converted by the merger. 2. MERGER 2.1 Effect of Merger. Party B's Articles of Incorporation, By-laws, and Board of Directors in effect immediately before the Closing Date will be the Articles of Incorporation, By-laws, and Board of Directors of the Surviving Corporation. As of the Closing Date, the Surviving Corporation will possess all the rights, privileges, and immunities of each of the Parties, all property belonging to Party A will be transferred to and vested in the Surviving Corporation without further act or deed, and the Surviving Corporation will be responsible for all liabilities of each of the Parties. 2.2 Certificates for Shares. As of the Closing Date, certificates that represent shares of Party B or shares of Party A will thereafter represent shares of common stock of the Surviving Corporation. Each unit holder of Party A whose units convert into shares of common stock of the Surviving Corporation will receive, on the Closing Date, a certificate evidencing their respective ownership interesting the Surviving Corporation. 2.3 Further Assurances. From time to time after the Closing Date, the Managers of Party A will execute and deliver such deeds and other instruments, and will cause to be taken such further actions as will reasonably be necessary in order to vest or perfect in the Surviving Corporation title to and possession of all the property, interests, assets, rights, and privileges of Party A. 2.4 Closing. Subject to the satisfaction of the conditions set forth in Section 5, the closing of the transactions contemplated in this Agreement will occur at [INSERT LOCATION] on [INSERT DATE], or at another time and place mutually agreed to by the Parties ("Closing"). At Closing, the Parties will cause articles of merger to be filed with the [SPECIFY STATE] Secretary of State (the "Closing Date"). 2.5 Tax-Free Intent. The Parties intend that the transactions contemplated in this Agreement be treated as a tax-free event under Section 368(a)(1)(A) of the Internal Revenue Code and/or Section 351 of the Internal Revenue Code [INSERT THE RELEVANT TAX CODE NUMBER OF YOUR TAX AUTHORITY IF OUTSIDE OF USA] and that the Party B shares be issued as the sole consideration for the Party A units. The Parties will not take a position on any tax return or before any taxing authority that is inconsistent with this Section 2.5 unless otherwise required by final and binding determination or resolution of a governmental body with appropriate jurisdiction, and each Party agrees to promptly notify the other Party of any assertion by a taxing authority of a position that is inconsistent with this Section 3. REPRESENTATION AND WARRANTIES OF PARTY A Except for the express representations and warranties in this Agreement, Party A expressly excludes all other warranties with respect to the transaction. Party A represents and warrants as follows: 3.1 Party A is a limited liability company duly organized, validly existing, and in good standing under the laws of the State/ of [SPECIFY STATE]. 3.2 This Agreement is binding upon and enforceable against Party A in accordance with its terms, except as such enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights and except as may be limited by principles of equity. 3.3 There is no litigation or other judicial, or administrative proceedings pending or, to the knowledge of Party A that would have a material adverse effect on the ability of Party A to consummate this Agreement. 3.4 Party A has obtained such consents and other approvals necessary to authorize Party B to enter into this Agreement and closing the transaction contemplated by this Agreement. 3.5 The execution, delivery, or performance of this Agreement will not: (a) violate any law, judgment, or order to which Party A is subject, or (b) breach any agreement to which Party A is bound. 3.6 Party A unit holders are acquiring the Party B shares for their own account for investment purposes only and not with a view to distribution or resale and is aware that it must bear the economic risk of its investment for an indefinite period of time because the Party B shares have not been registered under the Securities Act of 1933 [INSERT RELEVANT ACT IF NON-US ENTITY], as amended, or [SPECIFY STATE] Securities laws, and therefore, cannot be sold unless the Party B shares are subsequently registered under the Act and law or Party B receives an opinion of counsel satisfactory to Party B that exemptions from such registration become available. 3.7 Party A units are free and clear of any and all liens, claims and encumbrances. 3.8 The Party A units represent one hundred percent (100%) of the issued and outstanding units of Party A. 3.9 Party A has made available and delivered to Party B all information, statements, and records of Party A, including without limitation financing statements, shareholder records, and corporate documents, requested by Party B, and that the information, statements, and records are not misleading, were prepared in good faith, and fairly present the current operational and financial condition of Party A. 3.10 No representation, warranty, or statement made by Party A in this Agreement contains or will contain any untrue statement or omits or will omit any fact necessary to make the statements contained herein misleading. 4. REPRESENTATION AND WARRANTIES OF PARTY B Except for the express representations and warranties in this Agreement, Party B expressly excludes all other warranties with respect to the transaction
