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Merger Implementation Agreement
"I need a Merger Implementation Agreement under New Zealand law for a technology company acquisition where the target is NZX-listed, with completion planned for March 2025, including specific provisions for intellectual property transfer and employee retention schemes."
1. Parties: Identification of the merging entities and any parent companies or guarantors
2. Background: Context of the merger, including basic transaction structure and objectives
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Agreement to Implement Merger: Core agreement to proceed with the merger and outline of implementation steps
5. Conditions Precedent: Conditions that must be satisfied before the merger can complete, including regulatory approvals
6. Pre-completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
7. Due Diligence: Process and requirements for conducting due diligence investigations
8. Representations and Warranties: Statements of fact and assurances from each party about their business and capacity
9. Completion Mechanics: Detailed process for completion, including timing, actions, and deliverables
10. Board Recommendations: Requirements regarding board recommendations and changes in recommendations
11. Public Announcements: Protocol for making public statements about the merger
12. Confidentiality: Obligations regarding confidential information
13. Termination: Circumstances under which the agreement can be terminated
14. Dispute Resolution: Process for resolving disputes between the parties
15. General Provisions: Standard contractual provisions including notices, amendments, governing law
1. Break Fee: Provisions for payment of break fees if the transaction fails under specific circumstances
2. Reverse Break Fee: Provisions for payment by the buyer if they fail to complete under specific circumstances
3. Exclusivity: Restrictions on parties engaging with other potential merger partners, including no-shop, no-talk provisions
4. Matching Rights: Rights of a party to match competing proposals
5. Material Adverse Change: Provisions dealing with significant negative changes before completion
6. Employee Matters: Specific provisions regarding treatment of employees post-merger
7. Tax Provisions: Specific tax-related provisions if the merger has significant tax implications
8. Financing Conditions: Additional conditions and obligations if the merger relies on third-party financing
9. Competition Undertakings: Specific undertakings regarding competition law compliance and remedies
10. Transition Services: Provisions for post-completion services between the parties
1. Timetable: Detailed timeline of key dates and deadlines for the merger implementation
2. Conditions Precedent: Detailed list of all conditions that must be satisfied
3. Warranties: Detailed warranties given by each party
4. Prescribed Occurrences: List of events that would constitute a breach of pre-completion obligations
5. Form of Scheme of Arrangement: If structured as a scheme, the detailed scheme document
6. Capital Structure: Details of each party's capital structure
7. Material Contracts: List of material contracts affected by the merger
8. Properties: Details of material properties owned or leased
9. Intellectual Property: Schedule of material intellectual property
10. Completion Checklist: Detailed list of actions and deliverables required at completion
11. Pro Forma Completion Accounts: Template for completion accounts if relevant
12. Deed of Release Templates: Templates for releases required at completion
Authors
Agreed Form
ASIC
Associate
ASX
Authorisation
Board
Business Day
Claim
Commerce Commission
Competing Proposal
Completion
Completion Date
Conditions Precedent
Confidentiality Agreement
Corporations Act
Court
Deal Protection Fee
Deed Poll
Disclosed
Due Diligence Materials
Effective
Effective Date
Encumbrance
End Date
Excluded Shareholder
Exclusivity Period
FATA
Financial Indebtedness
First Court Date
Government Agency
Implementation Date
Independent Expert
Independent Expert's Report
Insolvency Event
Integration Committee
Listing Rules
Loss
Material Adverse Change
Material Contract
Merger
Merger Consideration
Merger Documents
NZX
Officer
OIO
Overseas Investment Act
Permitted Dividend
Prescribed Occurrence
Public Registers
Record Date
Regulatory Approval
Related Company
Relevant Interest
Representative
Scheme
Scheme Booklet
Scheme Meeting
Second Court Date
Subsidiary
Superior Proposal
Takeovers Code
Target Group
Target Information
Target Prescribed Event
Target Share
Target Shareholder
Third Party
Timetable
Trading Day
Transaction
Voting Power
Warranty
Agreement to Proceed
Conditions Precedent
Scheme Structure
Implementation Steps
Regulatory Approvals
Due Diligence
Pre-completion Conduct
Board Recommendations
Exclusivity
Break Fee
Reverse Break Fee
Representations and Warranties
Indemnities
Material Adverse Change
Termination Rights
Completion Mechanics
Confidentiality
Public Announcements
Employee Matters
Tax Matters
Intellectual Property
Competition Law Compliance
Share Transfer
Corporate Governance
Foreign Investment Approval
Insurance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Stamp Duty
General Provisions
Amendments
Third Party Rights
Severability
Entire Agreement
Further Assurance
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Mining
Retail
Telecommunications
Infrastructure
Agriculture
Professional Services
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Board of Directors
Executive Management
Compliance
Human Resources
Risk Management
Operations
Strategy
Investor Relations
Corporate Communications
Mergers & Acquisitions
Treasury
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Merger Integration Director
Board Directors
Company Secretary
Chief Operating Officer
Head of Strategy
Investment Banking Director
Due Diligence Manager
Regulatory Compliance Officer
Human Resources Director
Chief Risk Officer
Transaction Manager
Find the exact document you need
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Merger Implementation Agreement
A New Zealand law-governed agreement setting out the terms and process for implementing a merger between two companies, including regulatory requirements and completion mechanics.
Agreement And Plan Of Merger
A New Zealand law-governed agreement outlining the terms and conditions for combining two or more companies through a merger transaction.
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