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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Key Requirements PROMPT example:
Combination Agreement
"I need a Combination Agreement for merging two technology companies, where the target company has significant intellectual property assets in AI development and we need strong provisions for employee retention and IP protection during the transition period."
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
Authors
Relevant legal definitions
Agreement
Applicable Law
Business Day
Closing
Closing Date
Combination
Consideration
Control
Effective Time
Encumbrance
Exchange Ratio
GAAP
Governmental Authority
Material Adverse Effect
Material Contract
Merger
Merger Sub
Parent
Party
Parties
Person
Proxy Statement
Registration Statement
Representatives
SEC
Securities Act
Shareholder Approval
Subsidiary
Surviving Corporation
Target
Tax
Taxes
Transaction Documents
Working Capital
Adjusted EBITDA
Change of Control
Confidential Information
Employee Benefit Plan
Environmental Laws
ERISA
Exchange Act
HSR Act
Intellectual Property
Knowledge
Net Working Capital
Permitted Encumbrances
Required Regulatory Approvals
Superior Proposal
Termination Fee
Transaction Expenses
Transition Period
Working Capital Target
Applicable Law
Business Day
Closing
Closing Date
Combination
Consideration
Control
Effective Time
Encumbrance
Exchange Ratio
GAAP
Governmental Authority
Material Adverse Effect
Material Contract
Merger
Merger Sub
Parent
Party
Parties
Person
Proxy Statement
Registration Statement
Representatives
SEC
Securities Act
Shareholder Approval
Subsidiary
Surviving Corporation
Target
Tax
Taxes
Transaction Documents
Working Capital
Adjusted EBITDA
Change of Control
Confidential Information
Employee Benefit Plan
Environmental Laws
ERISA
Exchange Act
HSR Act
Intellectual Property
Knowledge
Net Working Capital
Permitted Encumbrances
Required Regulatory Approvals
Superior Proposal
Termination Fee
Transaction Expenses
Transition Period
Working Capital Target
Clauses
Transaction Structure
Consideration
Share Exchange
Representations and Warranties
Covenants
Pre-Closing Covenants
Conduct of Business
Access and Information
No Solicitation
Regulatory Approvals
Employee Matters
Tax Matters
Confidentiality
Public Announcements
Conditions Precedent
Closing Conditions
Closing Mechanics
Termination Rights
Break-up Fees
Indemnification
Survival
Amendment and Waiver
Notices
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Counterparts
Expenses
Further Assurances
Transition Services
Integration Planning
Intellectual Property
Environmental Matters
Real Property
Material Contracts
Financing Cooperation
Employee Benefits
Non-Competition
Non-Solicitation of Employees
Working Capital Adjustment
Earn-out Provisions
Force Majeure
Data Protection
Insurance
Consideration
Share Exchange
Representations and Warranties
Covenants
Pre-Closing Covenants
Conduct of Business
Access and Information
No Solicitation
Regulatory Approvals
Employee Matters
Tax Matters
Confidentiality
Public Announcements
Conditions Precedent
Closing Conditions
Closing Mechanics
Termination Rights
Break-up Fees
Indemnification
Survival
Amendment and Waiver
Notices
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Counterparts
Expenses
Further Assurances
Transition Services
Integration Planning
Intellectual Property
Environmental Matters
Real Property
Material Contracts
Financing Cooperation
Employee Benefits
Non-Competition
Non-Solicitation of Employees
Working Capital Adjustment
Earn-out Provisions
Force Majeure
Data Protection
Insurance
Relevant Industries
Relevant Teams
Relevant Roles
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