The Combination Agreement serves as the primary transaction document in business combinations under U.S. law, typically used when companies seek to merge operations, consolidate resources, or create a new combined entity. This agreement type is essential for both public and private company transactions, requiring careful consideration of federal securities laws, state corporation laws, and antitrust regulations. The document includes detailed provisions about transaction structure, consideration, representations and warranties, and closing conditions, while addressing regulatory compliance, shareholder approval requirements, and post-closing obligations.
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1. Parties: Identification of combining entities and their details
2. Background: Context and purpose of the combination
3. Definitions: Key terms used throughout the agreement
4. Transaction Structure: Details of how the combination will be executed
5. Consideration: Terms of payment or exchange
6. Conditions Precedent: Requirements that must be met before closing
7. Representations and Warranties: Statements of fact and assurances from each party
8. Covenants: Ongoing obligations of the parties
9. Closing Mechanics: Process and requirements for completing the transaction
1. Employee Matters: Treatment of employees post-combination, including retention, benefits, and integration plans
2. Tax Matters: Specific tax treatment, allocations, and indemnities related to the combination
3. Transition Services: Post-closing service arrangements between the parties to ensure business continuity
1. Disclosure Schedules: Exceptions to representations and warranties made by each party
2. Form of Merger Certificate: Legal document to be filed with state authorities to effectuate the combination
3. Required Regulatory Approvals: List of necessary governmental and regulatory consents
4. Material Contracts: Schedule of key agreements affecting the combination
5. Employee Benefit Plans: Details of compensation and benefit arrangements to be maintained or modified
6. Real Property Schedule: Comprehensive list of owned and leased properties involved in the transaction
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