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Agreement And Plan Of Merger
"I need an Agreement and Plan of Merger for a private technology company acquisition, where we're acquiring a SaaS startup through a reverse triangular merger structure, with the closing expected by March 2025 and including specific IP protection provisions."
1. Parties: Identification of merging entities and surviving corporation
2. Background/Recitals: Context of the merger and basic premises of the agreement
3. Definitions: Key terms used throughout the agreement
4. The Merger: Structure, effects, and mechanics of the merger
5. Consideration: Details of merger consideration and payment mechanics
6. Representations and Warranties: Statements of fact and assurances from each party
7. Covenants: Pre-closing and post-closing obligations of the parties
8. Closing Conditions: Conditions precedent to closing obligations
9. Termination: Circumstances under which agreement may be terminated
1. Employee Matters: Treatment of employee benefits and compensation - used when significant employee arrangements need to be addressed
2. Tax Matters: Specific tax treatment and allocations - used when tax-free reorganization or specific tax treatment is intended
3. Financing Provisions: Details of transaction financing - used when deal includes specific financing arrangements
1. Disclosure Schedules: Exceptions to representations and warranties
2. Form of Certificate of Merger: Form to be filed with Secretary of State
3. Required Regulatory Approvals: List of required governmental approvals
4. Material Contracts: List of significant agreements affecting the merger
5. Conversion Schedule: Details of share/equity conversion calculations
6. Required Third Party Consents: List of required consents from third parties
Authors
Acquisition Proposal
Affiliate
Business Day
Certificate of Merger
Closing
Closing Date
Company
Company Common Stock
Company Material Adverse Effect
Company Stock Options
Confidential Information
Consent
Contract
Control
Dissenting Shares
Effective Time
Employee Benefit Plan
Environmental Laws
ERISA
Exchange Act
Exchange Agent
Exchange Ratio
GAAP
Governmental Authority
Intellectual Property
Knowledge
Law
Liens
Material Contracts
Merger
Merger Consideration
Merger Sub
Parent
Permits
Person
Proxy Statement
Representatives
SEC
Securities Act
Subsidiary
Superior Proposal
Surviving Corporation
Tax
Taxes
Tax Return
Termination Date
Transaction Documents
Transfer Taxes
Voting Agreement
Consideration and Payment
Treatment of Stock Options and Awards
Exchange of Shares
Representations and Warranties
Conduct of Business
No Solicitation
Break-up Fee
Regulatory Compliance
Employee Matters
Tax Matters
Confidentiality
Public Announcements
Access to Information
Indemnification
Directors and Officers Insurance
Further Assurances
Governing Law
Dispute Resolution
Assignment
Amendment and Waiver
Severability
Specific Performance
Expenses
Notices
Third Party Rights
Entire Agreement
Counterparts
Force Majeure
Survival
Non-Competition
Non-Solicitation of Employees
Integration Planning
Environmental Compliance
Intellectual Property Rights
Data Protection
Material Adverse Change
Shareholder Approval
Regulatory Approvals
Due Diligence
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