What is a Merger Agreement?

A Merger Agreement is a legally binding contract that outlines the terms and conditions under which two or more companies combine. It details the structure of the merger, payment or stock exchange, representations and warranties, closing conditions, and other critical aspects of the M&A transaction.

What are the key sections of a Merger Agreement?

Key sections include the transaction structure (e.g., stock purchase, asset purchase), consideration (cash, stock, or a mix), representations and warranties from both parties, covenants (promises to do or not do certain things before closing), closing conditions, and termination provisions.

Why is a comprehensive Merger Agreement template important?

A comprehensive template ensures all critical legal and business aspects of a complex M&A transaction are addressed, minimizing risks, clarifying obligations, and providing a solid framework for the successful combination of companies.

Can this Merger Agreement template be customized?

Yes, our Merger Agreement template is designed to be fully customizable to suit the specific details and complexities of your M&A deal, allowing for adjustments to terms, conditions, and other provisions.

Merger Agreement Template - Professional M&A Contract

Agreement Information

Agreement Number:

Agreement Date:

Anticipated Closing Date:

Effective Date:

Merger Type:

Due Diligence Period (days):

Surviving Company Information

Surviving Company Name:

Entity Type:

Principal Address:

State of Incorporation:

Tax ID/EIN:

New Company Name (if different):

Business Description:

Acquiring Company Information

Acquiring Company Name:

Entity Type:

Principal Address:

State of Incorporation:

Tax ID/EIN:

Primary Contact:

Contact Title:

Phone:

Email:

Business Description:

Target Company Information

Target Company Name:

Entity Type:

Principal Address:

State of Incorporation:

Tax ID/EIN:

Primary Contact:

Contact Title:

Phone:

Email:

Business Description:

Transaction Structure

Total Transaction Value:

Currency:

Consideration Type:

Exchange Ratio (if stock):

Cash Portion:

Stock Portion:

Premium Paid:

Fairness Opinion:

Valuation Methodology:

Merger Consideration Details:

Closing Conditions

Additional Closing Conditions:

Representations and Warranties

Covenants and Conduct of Business

Pre-Closing Covenants:

Conduct business in ordinary course

No solicitation of alternative transactions

Provide access to information

Use best efforts to obtain approvals

Employee retention efforts

Coordinate public announcements

Reasonable efforts for third-party consents

Notification of material changes

Additional Covenants:

Termination Rights

Outside Termination Date:

Termination Fee:

Reverse Termination Fee:

Fiduciary Out:

Termination Events:

Superior Proposal Definition:

Indemnification and Survival

Survival Period:

Indemnification Cap:

Indemnification Basket:

D&O Insurance:

Indemnification Scope:

Employee and Benefit Matters

Employee Retention:

Benefit Continuation:

Severance Obligations:

Equity Award Treatment:

Change in Control Treatment:

Key Employee Retention:

Tax Treatment

Tax Structure:

Tax Opinion Required:

Private Letter Ruling:

Tax Allocations:

Tax Covenants:

Legal and Regulatory

Governing Law:

Dispute Resolution:

Specific Performance:

Confidentiality:

Required Regulatory Approvals:

Antitrust Analysis:

Miscellaneous Provisions

Public Announcement:

Expenses:

Amendment Requirements:

Assignment:

Special Provisions:

Signature Information

Acquiring Company Signatory:

Signatory Title:

Target Company Signatory:

Signatory Title:

Execution Format:

Board Resolutions Required:

Merger Agreement Generator

Agreement Information

Surviving Company Information

Acquiring Company Information

Target Company Information

Transaction Structure

Closing Conditions

Conditions Precedent to Closing:

Representations and Warranties

Company Representations (Both Companies):

Covenants and Conduct of Business

Pre-Closing Covenants:

Termination Rights

Indemnification and Survival

Employee and Benefit Matters

Tax Treatment

Legal and Regulatory

Miscellaneous Provisions

Signature Information

Merger Agreement Preview