The Nebraska Agreement of Merger — Certificate of Merger is a legal document that outlines the consolidation of two or more separate entities into one unified entity. This agreement serves as evidence of the merger and provides important details about the process and terms involved. In the state of Nebraska, there are different types of Agreement of Merger — Certificate of Merger, including: 1. Statutory merger: This type of merger involves the consolidation of two or more corporations where one survives and absorbs the others. The surviving corporation assumes all the assets, liabilities, rights, and obligations of the merged entities. 2. Non-statutory merger: In some cases, entities may choose to merge without following the statutory procedures. This type of merger requires a customized Agreement of Merger that clearly outlines the terms and conditions agreed upon by the merging entities. The Nebraska Agreement of Merger — Certificate of Merger typically includes key information such as: 1. Effective date: The date when the merger becomes legally binding. 2. Parties involved: The names and addresses of the entities merging together. 3. Surviving entity: The name of the entity that will continue to exist after the merger is completed. 4. Merged entities: The names of the entities being consolidated. 5. Terms and conditions: The specific terms, conditions, and provisions agreed upon by the merging entities, such as the exchange of stock, assets, or liabilities. 6. Approval and consent: Confirmation that all necessary approvals, consents, and authorizations required by law and the respective entities' bylaws have been obtained. 7. Governing law: The agreement will specify that it is governed by and construed under the laws of the state of Nebraska. 8. Amendments and termination: The procedures for any future amendments to the merger agreement or circumstances under which the merger can be terminated. 9. Signatures: The agreement must be signed by authorized representatives of each merging entity, validating their acceptance and agreement to the terms outlined. The Nebraska Agreement of Merger — Certificate of Merger is a crucial legal document that ensures the smooth and lawful consolidation of businesses or entities. It is essential to consult with an attorney specializing in corporate law to ensure compliance with all applicable statutes and regulations and to draft an agreement suitable for the specific merger circumstances.