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Nonprofit Merger Agreement
"Need a Nonprofit Merger Agreement for combining two educational charities in California, where the smaller organization (annual budget $2M) will merge into our larger organization (annual budget $15M) by March 2025, with specific provisions for protecting existing scholarship programs and endowment funds."
1. Parties: Identification of merging nonprofit organizations
2. Background: Context of merger and organizations' histories
3. Definitions: Key terms used throughout the agreement
4. Plan of Merger: Detailed structure and implementation of the merger
5. Asset Transfer: Terms of transferring assets, liabilities, and obligations
6. Governance: Post-merger organizational structure and leadership
7. Regulatory Compliance: Steps to maintain tax-exempt status and legal compliance
8. Closing Conditions: Requirements that must be met before merger completion
1. Employee Matters: Staff transition arrangements and employment terms for transferring employees
2. Restricted Fund Management: Provisions for handling restricted donations and endowments
3. Program Continuation: Specific arrangements for continuing existing programs and services
1. Asset Schedule: Detailed inventory of all assets being transferred between organizations
2. Board Resolutions: Approval documentation from both organizations' boards
3. Due Diligence Reports: Financial and legal review documentation
4. Employee Transfer Schedule: Comprehensive list of transferring employees and their terms
5. Restricted Fund Schedule: Detailed listing of restricted donations and endowments with their terms
Authors
Merger
Surviving Organization
Merging Organization
Assets
Liabilities
Board of Directors
Bylaws
Articles of Incorporation
Charitable Purpose
Restricted Funds
Endowment Funds
Tax-Exempt Status
Closing Date
Due Diligence Materials
Material Adverse Effect
Governing Documents
Intellectual Property
Program Assets
Donor Restrictions
Governmental Authority
Regulatory Approvals
Employee Benefit Plans
Contracts
Real Property
Personal Property
Permitted Liens
Representatives
Third Party Consents
Surviving Bylaws
Plan of Merger
Charitable Trust
Grant Agreements
Mission Statement
Corporate Records
Asset Transfer
Liability Assumption
Governance
Representations and Warranties
Conditions Precedent
Regulatory Compliance
Tax Matters
Employee Matters
Restricted Fund Management
Donor Rights
Program Continuation
Board Composition
Member Rights
Charitable Purpose Preservation
Due Diligence
Closing Conditions
Integration Process
Indemnification
Termination Rights
Dispute Resolution
Confidentiality
Public Announcements
Assignment
Severability
Amendments
Governing Law
Entire Agreement
Force Majeure
Notices
Third Party Rights
Regulatory Approvals
Property Transfer
Insurance
Intellectual Property Rights
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