Agreement And Plan Of Merger Template for Australia

1. Tax Matters: Specific tax arrangements and allocations if complex tax implications exist

2. Employee Matters: Specific provisions for employee transition if significant workforce implications

3. Intellectual Property: Detailed IP provisions if significant IP assets are involved

4. Environmental Matters: Special provisions for environmental liabilities if relevant to the industry

5. Foreign Investment Provisions: Additional provisions if FIRB approval is required

6. Competition Undertakings: Specific undertakings if competition concerns exist

7. Transition Services: Post-merger operational support arrangements if needed

8. Earn-out Provisions: Structure for contingent payments if part of consideration

9. Founder Provisions: Special arrangements for founders if staying with merged entity

1. Schedule 1 - Definitions: Comprehensive list of defined terms

2. Schedule 2 - Capital Structure: Detailed breakdown of share capital and securities

3. Schedule 3 - Merger Steps: Detailed sequence of actions for implementing the merger

4. Schedule 4 - Representations and Warranties: Detailed warranties given by each party

5. Schedule 5 - Material Contracts: List of significant agreements affecting the merger

6. Schedule 6 - Properties: Details of real estate and material assets

7. Schedule 7 - Intellectual Property: List of IP rights and registrations

8. Schedule 8 - Required Consents: List of third-party approvals needed

9. Appendix A - Form of Shareholders Resolution: Template for required shareholder approvals

10. Appendix B - Form of Board Resolution: Template for required board approvals

11. Appendix C - Completion Checklist: Detailed closing requirements and deliverables