Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Model Merger Agreement For The Acquisition Of A Public Company
"I need a Model Merger Agreement For The Acquisition Of A Public Company for a Delaware-incorporated technology company acquiring a NASDAQ-listed software company, with an all-stock transaction valued at $2.5 billion expected to close in March 2025, with particular attention to intellectual property provisions and employee retention mechanisms."
1. Parties: Identification of acquiring company, target company, and any significant subsidiaries or merger subsidiaries
2. Background/Recitals: Sets forth the purpose of the merger and key preliminary matters
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. The Merger: Structure, effects, and mechanics of the merger transaction
5. Merger Consideration: Details of payment terms, exchange ratios, and treatment of various securities
6. Closing Conditions: Conditions precedent to completing the merger
7. Representations and Warranties of Target: Comprehensive statements about target company's business, operations, and condition
8. Representations and Warranties of Acquirer: Statements about acquiring company's business, operations, and condition
9. Covenants: Pre-closing obligations of all parties
10. Termination Rights: Circumstances under which parties can terminate the agreement
11. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Employee Matters: Detailed provisions regarding treatment of employee benefits, compensation, and retention arrangements
2. Tax Matters: Specific provisions regarding tax treatment, allocations, and structuring considerations
3. Financing Provisions: Detailed provisions regarding transaction financing arrangements and conditions
4. Regulatory Compliance: Industry-specific regulatory requirements and compliance obligations
1. Disclosure Schedules: Exceptions and qualifications to representations and warranties
2. Form of Certificate of Merger: Legal document to be filed with state authorities
3. Form of Support Agreements: Template agreements for major shareholders supporting the merger
4. Form of Employment Agreements: Template agreements for key executive retention
5. Required Regulatory Approvals Schedule: Comprehensive list of required governmental and regulatory approvals
6. Material Contracts Schedule: List of significant contracts requiring consent or special treatment
7. Intellectual Property Schedule: Detailed inventory of IP assets and related matters
8. Real Property Schedule: Comprehensive list of owned and leased properties
9. Environmental Matters Schedule: Details of environmental compliance and liabilities
Authors
Merger
Merger Consideration
Merger Subsidiary
Effective Time
Closing
Closing Date
Exchange Ratio
Target Common Stock
Acquirer Common Stock
Balance Sheet
GAAP
Material Adverse Effect
Working Capital
Indebtedness
Net Debt
Transaction Expenses
Purchase Price
Exchange Agent
Fair Market Value
Affiliate
Business Day
Certificate of Merger
Company SEC Documents
Confidential Information
Contractual Obligation
Exchange Act
Securities Act
Stock Plans
Subsidiary
Company Intellectual Property
Company Material Contracts
Company Products
Company Real Property
Governmental Authority
Knowledge
Law
Liens
Permits
Required Consents
Benefit Plan
COBRA
Employee
ERISA
Employment Agreement
Key Employees
Option
Restricted Stock
RSU
Severance Obligations
Alternative Transaction
Break-Up Fee
Change of Control
Due Diligence
Proxy Statement
Registration Statement
Required Vote
Superior Proposal
Support Agreement
Termination Date
Antitrust Laws
HSR Act
Material Adverse Change
NYSE
NASDAQ
SEC
Regulatory Approvals
Sarbanes-Oxley Act
Tax Returns
WARN Act
Disclosure Schedule
Fundamental Representations
Indemnification
Losses
Notice
Order
Representations
Survival Period
Third Party Claim
Warranties
Financial Terms
Representations and Warranties
Covenants
Deal Protection
Closing Conditions
Termination Rights
Indemnification
Transaction Support
Confidentiality
Governing Law
Dispute Resolution
Assignment
Amendment
Notices
Corporate Organization
Financial Statements
Material Contracts
Intellectual Property
Employee Matters
Tax Matters
Regulatory Compliance
Conduct of Business
Access to Information
No Solicitation
Regulatory Approvals
No-Shop Provisions
Break-up Fees
Fiduciary Out
Match Rights
Shareholder Approval
No Material Adverse Effect
Third-Party Consents
Mutual Termination
Superior Proposal
Regulatory Failure
Outside Date
Survival
Indemnification Obligations
Claims Procedures
Limitations
Voting Agreements
Registration Rights
Stock Exchange Listing
Public Announcements
Merger Mechanics
Payment Mechanics
Purchase Price Adjustments
Working Capital Adjustments
Find the exact document you need
Term Sheet Merger And Acquisition
A non-binding document outlining key terms and conditions for proposed M&A transactions under U.S. law.
Term Sheet For Acquisition Of Shares
A preliminary document outlining key terms for share acquisition in the US, serving as a framework for definitive agreements.
Term Sheet For Acquisition Of Company
A non-binding document outlining key terms and conditions for a proposed company acquisition under U.S. law.
Stock Purchase Letter Of Intent
A preliminary, non-binding document under U.S. law that outlines proposed terms for a stock purchase transaction.
Stock Purchase Agreement Promissory Note
A U.S. legal document combining a stock purchase agreement with a promissory note, documenting the sale of stock with deferred payment terms.
Stock Purchase Agreement Private Company
A U.S. legal agreement documenting the sale and transfer of shares in a private company between seller and buyer.
Stock For Stock Merger Agreement
A U.S.-governed agreement documenting the combination of two companies through an exchange of shares, subject to federal securities laws and state corporation laws.
Stock Acquisition Agreement
A U.S.-governed agreement documenting the terms and conditions for the purchase and sale of company stock between buyer and seller.
Software Acquisition Agreement
A U.S.-governed agreement that establishes terms for software purchase and licensing, including delivery, payment, and implementation conditions.
Simple Merger Agreement
A U.S.-governed legal agreement that establishes the terms and conditions for combining two companies into a single entity.
Share Acquisition Agreement
A U.S.-governed legal agreement documenting the terms and conditions for the purchase and sale of shares in a company.
Script Acquisition Agreement
A U.S.-governed agreement for transferring ownership rights of a screenplay from a writer/owner to a production company or studio.
Real Estate Purchase Letter Of Intent
A preliminary document used in US real estate transactions to outline proposed terms and conditions of a property purchase before formal contract negotiations.
Property Purchase Letter Of Intent
A preliminary document outlining proposed terms for a property purchase in the U.S., serving as a framework for negotiations.
Pro Buyer Stock Purchase Agreement
A U.S.-governed agreement for the purchase of company stock with terms favorable to the buyer.
Non Disclosure Agreement Business Acquisition
A U.S.-governed confidentiality agreement protecting sensitive information shared during business acquisition discussions and due diligence.
Nda For Potential Acquisition
A U.S.-governed confidentiality agreement protecting sensitive information shared during acquisition discussions.
Model Merger Agreement For The Acquisition Of A Public Company
A U.S.-governed agreement establishing terms for acquiring a public company, compliant with federal securities laws and state corporate laws.
Merger Term Sheet
A non-binding document under U.S. law that outlines the fundamental terms and conditions of a proposed merger between two companies.
Merger Deal Agreement
A U.S.-governed legal agreement that establishes the terms and conditions for combining two companies through a merger transaction.
Merger And Acquisition Term Sheet
A preliminary document outlining key terms and conditions for a proposed merger or acquisition transaction under U.S. law.
Letter Of Intent To Purchase Business
A preliminary document used in the U.S. that outlines the proposed terms for purchasing a business, serving as a framework for negotiations.
Letter Of Intent To Acquire Business
A preliminary document outlining terms for a business acquisition under U.S. law, serving as a framework for negotiation and due diligence.
Letter Of Intent To Acquire A Company
A preliminary document under U.S. law outlining the proposed terms for acquiring a company, serving as a framework for negotiation and due diligence.
Letter Of Intent Share Purchase Agreement
A preliminary agreement outlining proposed terms for share purchase in a U.S. business transaction, combining binding and non-binding elements.
Letter Of Intent Share Purchase
A preliminary document outlining proposed terms for share purchase under U.S. law, serving as a framework for negotiations.
Letter Of Intent Mergers And Acquisitions
A preliminary document outlining key terms and conditions for a proposed merger or acquisition under U.S. law.
Letter Of Intent Merger
A preliminary document outlining key terms and conditions for a proposed merger between companies under U.S. law.
Letter Of Intent For Acquisition Of Business
A preliminary document under U.S. law that outlines the proposed terms for one company to acquire another company or its assets.
Letter Of Intent For Acquisition Of A Company
A preliminary document outlining proposed terms for company acquisition under U.S. law.
Letter Of Intent Asset Purchase Agreement
A preliminary document outlining proposed terms for an asset purchase transaction under U.S. law, serving as a framework for final agreement negotiations.
Law Firm Merger Agreement
A legal agreement governing the merger of two or more law firms in the United States, addressing professional, operational, and regulatory requirements under U.S. law.
Land Purchase Letter Of Intent
A preliminary document outlining proposed terms for a land purchase transaction in the United States.
Land Acquisition Agreement
A U.S. legal agreement governing the purchase and sale of real property, outlining terms and conditions for land transfer.
Intent To Purchase Business Agreement
A U.S.-governed preliminary agreement outlining the proposed terms for purchasing a business, serving as a framework for future negotiations.
Domain Name Acquisition Agreement
A U.S.-governed agreement facilitating the legal transfer of domain name ownership between parties.
Confidentiality Agreement Mergers And Acquisitions
A U.S.-governed agreement protecting confidential information exchanged during M&A transactions.
Company Merger Contract
A legal agreement governed by U.S. law that establishes the terms and conditions for combining two or more companies into a single entity.
Company Acquisition Contract
A legally binding agreement under U.S. law that documents the terms and conditions for one company's acquisition of another.
Company Acquisition Agreement
A U.S.-governed legal agreement detailing the terms and conditions for one company's acquisition of another.
Commercial Purchase Letter Of Intent
A U.S.-governed preliminary document outlining proposed terms and conditions for a commercial purchase transaction.
Buyout Term Sheet
A preliminary document outlining key terms and conditions for a proposed acquisition or buyout transaction under U.S. law.
Business Acquisition Term Sheet
A preliminary document outlining key terms and conditions for a proposed business acquisition under U.S. law.
Business Acquisition Purchase Agreement
A U.S.-governed legal agreement documenting the terms and conditions of a business acquisition transaction, including purchase price, assets/shares transfer, and related obligations.
Business Acquisition Letter Of Intent
A preliminary document outlining proposed terms for a business acquisition under U.S. law, serving as a framework for negotiating the final agreement.
Business Acquisition Contract
A U.S.-governed contract documenting the terms and conditions for the purchase and sale of a business, including assets or shares transfer and related obligations.
Business Acquisition Agreement
A U.S.-governed legal agreement defining terms and conditions for the purchase and sale of a business, including price, warranties, and closing conditions.
Asset Purchase Term Sheet
A US-governed preliminary document outlining key terms and conditions for a proposed asset acquisition transaction.
Asset Purchase Letter Of Intent
A preliminary document outlining proposed terms for an asset purchase transaction under U.S. law.
Asset Acquisition Agreement
A U.S.-governed agreement documenting the purchase and sale of specific assets between parties, including terms, conditions, and obligations of the transaction.
Acquisition Term Sheet
A preliminary document outlining key terms and conditions for a proposed acquisition transaction under U.S. law.
Acquisition Purchase Agreement
A U.S.-governed legal agreement documenting the terms and conditions of a business acquisition transaction.
Acquisition Non Compete Agreement
A U.S. legal agreement that prevents sellers from competing with a business they've sold for a specified period and territory.
Acquisition Nda
A U.S.-governed confidentiality agreement protecting sensitive information shared during potential acquisition discussions and due diligence.
Acquisition Letter Of Intent
A preliminary, non-binding document under U.S. law that outlines the proposed terms for acquiring a company or its assets.
Acquisition Confidentiality Agreement
A U.S.-governed legal agreement protecting confidential information shared during potential acquisition discussions and due diligence processes.
Download our whitepaper on the future of AI in Legal
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our Trust Centre for more details and real-time security updates.
Read our Privacy Policy.