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Reverse Merger Agreement
"Need a Reverse Merger Agreement for our technology startup to merge with a NASDAQ-listed shell company, with specific provisions for protecting our intellectual property and including a 24-month lock-up period for existing shareholders."
1. Parties: Identification of the public shell company and private operating company
2. Background: Context of the transaction and current status of both companies
3. Definitions: Key terms used throughout the agreement
4. Transaction Structure: Details of the reverse merger mechanism and share exchange
5. Consideration: Terms of share exchange ratio and any cash considerations
6. Representations and Warranties: Statements of fact from both parties about their business and operations
7. Closing Conditions: Requirements that must be met before closing
8. Covenants: Pre and post-closing obligations of the parties
1. Lock-up Provisions: Restrictions on share sales post-merger - used when protecting against immediate share dumps is necessary
2. Employee Matters: Treatment of employees and benefit plans - used when significant employee transitions are involved
3. Tax Matters: Specific tax treatment and obligations - used when tax implications require special attention
1. Disclosure Schedules: Detailed disclosures supporting representations and warranties
2. Share Exchange Ratio Calculations: Detailed methodology for share exchange calculations
3. Outstanding Liabilities Schedule: List of all material liabilities of both companies
4. Material Contracts: List and copies of significant agreements affecting the transaction
5. Board Resolutions: Corporate approvals for the transaction
6. Required Regulatory Approvals: List of necessary governmental and regulatory approvals
Authors
Acquisition
Business Day
Closing
Closing Date
Company Material Adverse Effect
Confidential Information
Consideration Shares
Control
Effective Time
Encumbrance
Exchange Ratio
GAAP
Governmental Authority
Intellectual Property
Law
Liabilities
Material Contracts
Operating Company
Organizational Documents
Permitted Encumbrances
Person
Private Company Shares
Public Company Shares
Registration Statement
Representatives
SEC
Securities Act
Shell Company
Subsidiary
Surviving Corporation
Tax
Taxes
Transaction Documents
Transfer
Working Capital
Transaction Structure
Consideration
Closing Conditions
Representations and Warranties
Covenants
Due Diligence
Indemnification
Confidentiality
Non-Competition
Corporate Governance
Board Composition
Regulatory Compliance
Securities Registration
Employee Matters
Tax Matters
Intellectual Property
Material Contracts
Environmental Compliance
Real Property
Shareholder Rights
Lock-up Provisions
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Expenses
Amendment and Waiver
Severability
Entire Agreement
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