Company Merger Contract Template for Canada

1. Break-up Fee: Provisions for payment if the deal fails under specific circumstances, typically used in larger public company mergers

2. Non-Competition: Restrictions on competing activities by key shareholders or management, used when there's risk of competition post-merger

3. Transition Services: Terms for post-closing services between the parties, needed when immediate full integration isn't possible

4. Environmental Matters: Specific provisions for environmental liabilities and compliance, important for industries with significant environmental impact

5. Intellectual Property Rights: Special provisions for IP transfer and protection, crucial for technology or brand-focused companies

6. Foreign Investment Provisions: Additional terms required for cross-border mergers subject to foreign investment reviews

7. Financing Conditions: Terms related to securing necessary financing, typically used when the merger depends on third-party funding

1. Schedule A - Corporate Information: Detailed corporate information for all parties, including subsidiary structures and shareholdings

2. Schedule B - Financial Statements: Recent financial statements and management accounts of the merging entities

3. Schedule C - Material Contracts: List and copies of significant contracts affecting the merger

4. Schedule D - Real Property: Details of owned and leased real estate assets

5. Schedule E - Intellectual Property: List of all IP assets including registrations and licenses

6. Schedule F - Employee Information: List of employees, their positions, and key employment terms

7. Schedule G - Permits and Licenses: List of all regulatory permits and licenses held by the parties

8. Schedule H - Disclosure Schedule: Exceptions and qualifications to representations and warranties

9. Schedule I - Closing Checklist: List of all documents and actions required for closing

10. Appendix 1 - Form of Closing Certificates: Templates for various certificates required at closing

11. Appendix 2 - Post-Closing Organization Chart: Structure chart showing organization after merger completion