The Combination Agreement is a crucial transaction document used in Indian corporate restructuring scenarios where two or more entities intend to combine their businesses through merger, amalgamation, or other forms of corporate combination. This agreement is essential for transactions that fall under the purview of the Companies Act, 2013, and often requires approval from various regulatory bodies such as the Competition Commission of India, SEBI (for listed companies), and the National Company Law Tribunal. The document comprehensively covers all aspects of the combination, from transaction structure and valuation to regulatory compliance and post-completion obligations. It serves as the primary reference point for all stakeholders involved in the combination process and forms the basis for regulatory filings and statutory approvals. The agreement must comply with Indian corporate laws while addressing specific industry regulations and requirements applicable to the combining entities.
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Key Requirements PROMPT example:
Combination Agreement
"Need a Combination Agreement under Indian law for merging two domestic IT companies, with specific provisions for protecting intellectual property and retaining key development team members, targeting completion by March 2025."
1. Parties: Identification of all parties to the agreement, including their corporate details and registered addresses
2. Background: Recitals explaining the context, purpose, and basic structure of the combination
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Transaction Structure: Detailed description of the combination mechanism, including share exchange ratios or consideration details
5. Conditions Precedent: Prerequisites that must be satisfied before the combination can be completed
6. Regulatory Approvals: Required approvals from various authorities (CCI, SEBI, RBI, etc.) and process for obtaining them
7. Conduct of Business: Rules governing how businesses will be operated during the interim period
8. Representations and Warranties: Statements of fact and assurances from each party about their business, assets, and liabilities
9. Covenants: Ongoing obligations of the parties during and after the combination
10. Employee Matters: Treatment of employees, benefit plans, and related matters post-combination
11. Completion Mechanics: Detailed process for closing the transaction, including actions and deliverables
12. Post-Completion Obligations: Actions to be taken after the completion of the combination
13. Indemnification: Rights and obligations regarding compensation for losses arising from breaches
14. Termination: Circumstances under which the agreement can be terminated and consequences
15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, waivers, etc.
1. Break Fee: Applicable when parties want to include termination fees for specific scenarios
2. Non-Compete and Non-Solicit: Required when restrictions on future business activities are needed
3. Intellectual Property Rights: Detailed section needed when IP assets are significant to the transaction
4. Information Technology: Required when IT systems integration is crucial to the combination
5. Tax Matters: Detailed tax provisions when specific tax structures or indemnities are required
6. Foreign Investment Compliance: Needed when the transaction involves foreign investment or cross-border elements
7. Anti-trust Compliance: Detailed competition law compliance provisions for larger combinations
8. Transition Services: Required when one party will provide services to the other post-combination
1. Assets and Liabilities: Detailed list of assets and liabilities being transferred
2. Material Contracts: List of important contracts affected by the combination
3. Intellectual Property: Schedule of all IP rights involved in the transaction
4. Real Estate: Details of all real property involved in the combination
5. Employee Information: List of employees and their terms of employment
6. Pending Litigation: Details of ongoing legal proceedings
7. Required Consents: List of third-party consents needed for the combination
8. Share Capital Structure: Details of pre and post-combination shareholding pattern
9. Completion Checklist: List of actions required for completion
10. Form of Corporate Resolutions: Template board and shareholder resolutions
11. Valuation Report: Independent valuation report for the combination
12. Tax Considerations: Detailed analysis of tax implications and structures
Authors
Relevant legal definitions
Accounting Standards
Affiliate
Agreement
Appointed Date
Applicable Law
Approvals
Assets
Board
Business
Business Day
SEBI
CCI
Closing
Closing Date
Companies Act
Competition Act
Competition Commission
Completion
Confidential Information
Consideration
Control
Court
Debt
Deed of Adherence
Director
Effective Date
Encumbrance
Equity Shares
Exchange Ratio
Fair Market Value
Financial Statements
Financial Year
FEMA
Governmental Authority
Group
Income Tax Act
Independent Valuer
Intellectual Property Rights
Key Employees
Knowledge
Liabilities
Material Adverse Effect
Material Contracts
NCLT
Parent Company
Parties
Person
Promoter
RBI
Record Date
Regulatory Approvals
Related Party
Representatives
Scheme of Arrangement
Share Capital
Shareholders
Subsidiaries
Tax
Transaction
Transaction Documents
Transfer
Undertaking
Valuation Report
Working Capital
Affiliate
Agreement
Appointed Date
Applicable Law
Approvals
Assets
Board
Business
Business Day
SEBI
CCI
Closing
Closing Date
Companies Act
Competition Act
Competition Commission
Completion
Confidential Information
Consideration
Control
Court
Debt
Deed of Adherence
Director
Effective Date
Encumbrance
Equity Shares
Exchange Ratio
Fair Market Value
Financial Statements
Financial Year
FEMA
Governmental Authority
Group
Income Tax Act
Independent Valuer
Intellectual Property Rights
Key Employees
Knowledge
Liabilities
Material Adverse Effect
Material Contracts
NCLT
Parent Company
Parties
Person
Promoter
RBI
Record Date
Regulatory Approvals
Related Party
Representatives
Scheme of Arrangement
Share Capital
Shareholders
Subsidiaries
Tax
Transaction
Transaction Documents
Transfer
Undertaking
Valuation Report
Working Capital
Clauses
Interpretation
Transaction Structure
Consideration
Share Exchange
Conditions Precedent
Regulatory Approvals
Due Diligence
Representations and Warranties
Covenants
Pre-Closing Obligations
Conduct of Business
Confidentiality
Employee Matters
Transfer of Assets
Transfer of Liabilities
Intellectual Property
Competition Compliance
Tax Matters
Foreign Investment Compliance
Share Capital Reorganization
Board Composition
Management Structure
Financial Arrangements
Information Technology
Real Estate
Material Contracts
Insurance
Indemnification
Force Majeure
Termination
Break Fee
Non-Compete
Non-Solicitation
Transition Services
Integration Planning
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Transaction Structure
Consideration
Share Exchange
Conditions Precedent
Regulatory Approvals
Due Diligence
Representations and Warranties
Covenants
Pre-Closing Obligations
Conduct of Business
Confidentiality
Employee Matters
Transfer of Assets
Transfer of Liabilities
Intellectual Property
Competition Compliance
Tax Matters
Foreign Investment Compliance
Share Capital Reorganization
Board Composition
Management Structure
Financial Arrangements
Information Technology
Real Estate
Material Contracts
Insurance
Indemnification
Force Majeure
Termination
Break Fee
Non-Compete
Non-Solicitation
Transition Services
Integration Planning
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Relevant Industries
Manufacturing
Information Technology
Financial Services
Healthcare
Pharmaceuticals
Real Estate
Infrastructure
Telecommunications
Retail
E-commerce
Energy
Mining
Media and Entertainment
Automotive
Consumer Goods
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Human Resources
Tax
Strategy
Operations
Information Technology
Corporate Secretarial
Internal Audit
Corporate Communications
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Company Secretary
Corporate Strategy Director
Head of Mergers & Acquisitions
Finance Director
Legal Counsel
Compliance Officer
Board Director
Investment Banker
Corporate Development Manager
Integration Manager
Risk Manager
Tax Director
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