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An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).
The Certificate of Merger must be signed and acknowledged by each constituent other business entity as set forth in Sections 1113(g)(1) or (2), 6019.1(f), 8019.1(g), 12540.1(g), 15911.14(a), 16915(b) or 17552(a).
The investor should get to know the nature of the merger, key information concerning the other company involved, the types of benefits that shareholders are receiving, which company is in control of the deal, and any other relevant financial and non-financial considerations.
- Upon approval by majority vote of each of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation, the same shall be submitted for approval by the stockholders or members of each of such corporations at separate corporate meetings duly called for the purpose.
Acquisition Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit A or another form which is acceptable to the Administrative Agent in its Permitted Discretion, that is to be delivered pursuant to
Acquisition agreement means the agreement, including a sales agreement, between the seller and purchaser outlining the terms and conditions of the acquisition. Acquisition agreements also include any other agreements, such as options and subsidiary agreements relating to terms of the transaction.
A merger clause is a common provision that is found in many contracts. It makes clear that the written contract is the complete agreement between the parties as to a specific transaction, and any other agreement between the contract parties is superseded by the written contract.
Also known as articles of merger. A certificate evidencing the merger of two or more entities into one entity.
A merger agreement definition is a legal contract governing the combination of two companies into a single business entity. Negotiating a Merger Agreement. Price and Consideration. Holdback or Escrow. Representations and Warranties.
With an acquisition, no income taxes are paid by shareholders. Acquiring firms may be able to more efficiently utilize working capital and fixed assets in the target firm, thereby reducing capital requirements and enhancing profitability.