Merger Agreement Template

This Merger Agreement (“Agreement”) is entered into as of [Date], by and between:

Company A: [Full Legal Name], a [State/Country] corporation with its principal office at [Address].
Company B: [Full Legal Name], a [State/Country] corporation with its principal office at [Address].

Each a “Party,” together the “Parties.”

1. Background and Purpose

The Parties intend to merge in accordance with applicable law, with Company [A/B] continuing as the surviving entity. This Agreement sets forth the terms, conditions, and obligations of the merger.

2. Structure of the Merger

a. Statutory Merger: Pursuant to [statute/corporate law], Company B shall merge with and into Company A.
b. Surviving Entity: Company A shall be the surviving corporation and shall continue its corporate existence.
c. Effective Date: The merger shall become effective upon filing of Articles of Merger with [Secretary of State or regulatory body] (the “Effective Date”).

3. Consideration and Exchange of Shares

a. Exchange Ratio: Each issued and outstanding share of Company B shall be converted into [X] shares of Company A common stock.
b. Cash Consideration (if applicable): In addition to stock, each Company B shareholder shall receive $[Amount] per share.
c. Cancellation of Shares: Shares of Company A outstanding prior to the Effective Date shall remain outstanding.
d. Dissenters’ Rights: Dissenting shareholders shall be entitled only to rights provided by [corporate statute].

4. Governance of the Surviving Entity

a. Articles and Bylaws: The articles of incorporation and bylaws of Company A shall continue, unless amended in accordance with law.
b. Board Composition: The Board of Directors of the surviving entity shall consist of [X] directors designated by Company A and [Y] directors designated by Company B.
c. Officers: The officers of the surviving entity shall be appointed by the new Board at closing.

5. Representations and Warranties

Each Party represents and warrants to the other that:
a. It is duly organized, validly existing, and in good standing under its jurisdiction of incorporation.
b. It has corporate power and authority to enter into this Agreement and consummate the merger.
c. Execution and delivery of this Agreement has been duly authorized.
d. Financial statements provided are accurate in all material respects.
e. There are no undisclosed liabilities that would materially affect the merger.

6. Covenants Pending Closing

Each Party covenants to:
a. Operate its business in the ordinary course until the Effective Date.
b. Refrain from issuing new securities, incurring material liabilities, or making unusual capital expenditures without consent.
c. Provide reasonable access to records, facilities, and employees for due diligence.
d. Call a shareholder meeting and recommend approval of this Agreement.

7. Conditions to Closing

The obligations of the Parties to consummate the merger are subject to:
a. Shareholder approval of each Party in accordance with governing law.
b. Regulatory approvals, including antitrust clearance where applicable.
c. Accuracy of representations and warranties as of the Effective Date.
d. Absence of injunctions or legal restraints prohibiting the merger.

8. Termination

This Agreement may be terminated prior to the Effective Date if:
a. The merger is not consummated by [Date], unless extended by mutual consent.
b. A Party materially breaches this Agreement and fails to cure.
c. Required approvals are denied or revoked.
d. By mutual written consent of both Parties.

9. Effect of Termination

Upon termination, this Agreement shall be void, except for provisions relating to confidentiality, expenses, and governing law, which shall survive.

10. Expenses

Each Party shall bear its own costs and expenses in connection with this Agreement and the merger, unless otherwise agreed in writing.

11. Governing Law

This Agreement shall be governed by the laws of [State/Country], without regard to conflicts of law principles.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the merger and supersedes all prior discussions or understandings. Amendments must be in writing signed by both Parties.

13. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original, and delivered electronically.

Signatures

Company A:
Name: ________________________
Title: _________________________
Date: _________________________

Company B:
Name: ________________________
Title: _________________________
Date: _________________________