Merger Agreement

Merger Agreement

Draft a signing-to-closing merger agreement reflecting agreed structure, economics, and risk allocation.

Prerequisites

1. Parties and structure — legal names, formation jurisdictions, surviving entity, merger type.
2. Consideration — cash/stock mix, exchange ratio, earnout/contingent terms, escrow/holdback.
3. Capitalization — cap tables, equity awards, convertibles, appraisal rights applicability.
4. Diligence inputs — financials, material contracts, IP, litigation, regulatory items.
5. Regulatory/tax plan — antitrust, securities, foreign investment review, tax treatment intent.
6. Timeline and approvals — board/stockholder approvals, outside date, conditions, financing.
7. Ancillary docs — voting agreements, support letters, employment/retention, escrow, registration rights.

Output Structure

1) Document Skeleton

MERGER AGREEMENT
- Parties; Effective Date; Recitals
1. Definitions
2. The Merger; Effective Time; Effects
3. Merger Consideration; Payment Mechanics
4. Treatment of Equity Awards
5. Representations and Warranties of the Company
6. Representations and Warranties of Parent/Merger Sub
7. Covenants (Pre-Closing; Post-Closing)
8. Conditions to Closing
9. Termination
10. Indemnification (or Remedies)
11. Miscellaneous
Signatures
Exhibits and Schedules

2) Workflow

1. Confirm transaction map — parties, merger steps, filings, closing sequence.
2. Draft mechanics and economics — effective time, consideration flow, equity conversion.
3. Allocate risk — reps, covenants, conditions, termination fees, indemnification.
4. Add governance and post-close — board/officers, employee matters, transitional covenants.
5. Attach schedules/exhibits — disclosure schedules, charter/bylaws, ancillary agreement forms.
6. Quality pass — defined terms, cross-references, closing deliverables, schedule conflicts.

3) Section Drafting Reference

4) Equity Treatment Matrix

5) Closing Deliverables

• Officer certificates and bring-down
• Secretary certificates, good standing, charter/bylaws
• Third-party consents and payoff letters
• Legal opinions (if required)
• Escrow agreement and funding confirmations
• FIRPTA and tax certifications (if applicable)
• Stockholder approval documentation

6) Schedules and Exhibits

Guidelines

• Match merger procedure to formation jurisdictions and charter requirements.
• Align consideration mechanics with financing, escrow, and payment workflows.
• Use disclosure schedules to qualify reps; avoid silent qualifiers in the main text.
• Define MAE and Knowledge with clear carve-outs and standards.
• Track no-shop/go-shop, fiduciary out, and matching rights with precision.
• Include antitrust and other regulatory approval and timing obligations.
• Treat tax-free reorganization language as conditional unless confirmed.
• Confirm appraisal/dissenters' rights applicability and process.
• Keep defined terms consistent; avoid duplicated or conflicting provisions.
• Non-compete enforceability varies by state; tailor scope to local law if included.