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Mergers, Acquisitions, and other equity acquisitions template
Mergers, Acquisitions, and other equity acquisitions sample


What is Mergers, Acquisitions, and other equity acquisitions?

Mergers, Acquisitions, and other equity acquisitions These agreements govern the purchase or merger of one company by another, specifying the terms, conditions, purchase price, and post-acquisition matters.



Sample template:



Merger and Acquisition Agreement

This Merger and Acquisition Agreement ("Agreement") is entered into as of [Date], by and between InnovateTech Solutions Inc., a [State] corporation ("InnovateTech"), and Horizon Enterprises Group LLC, a [State] limited liability company ("Horizon") (collectively, the "Parties").



1. Acquisition and Merger

1.1. Agreement to Merge


The Parties hereby agree that Horizon shall acquire InnovateTech by way of a statutory merger ("Merger") in accordance with the applicable United States laws. Upon consummation of the Merger, InnovateTech shall cease to exist, and Horizon shall be the surviving entity possessing all of InnovateTech's rights, properties, debts, and liabilities.



2. Purchase Price and Payment Terms

2.1. Purchase Price


The total purchase price of InnovateTech's outstanding shares of common stock ("Purchase Price") shall be [USD amount], which represents the fair market value of InnovateTech as mutually agreed upon by both Parties.



2.2. Payment Terms


The Purchase Price shall be paid by Horizon to the shareholders of InnovateTech at the Effective Date of the Merger (the "Closing") via [method of payment, e.g., cash, wire transfer, or issuance of Horizon shares], pursuant to a schedule set forth in a separate payment agreement.



3. Representations and Warranties

3.1. InnovateTech's Representations and Warranties


InnovateTech hereby represents and warrants to Horizon that, as of the date of this Agreement and as of the Closing, the following statements are true and correct:



  1. InnovateTech is a duly organized and validly existing corporation, with all requisite corporate power and authority to carry on its business as presently conducted.

  2. InnovateTech has full corporate power, authority, and capacity to execute, deliver and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms.

  3. All consents, approvals, and authorizations required to have been obtained by InnovateTech in connection with the execution, delivery, and performance of this Agreement have been obtained.

  4. The financial statements of InnovateTech, as provided by InnovateTech to Horizon, fairly present the financial condition, results of operations, and cash flows of InnovateTech as of the dates indicated in such financial statements.

  5. There are no pending or threatened lawsuits, claims, or proceedings against InnovateTech that would have a material adverse effect on its financial position or its ability to consummate the transactions contemplated by this Agreement.



3.2. Horizon's Representations and Warranties


Horizon hereby represents and warrants to InnovateTech that, as of the date of this Agreement and as of the Closing, the following statements are true and correct:



  1. Horizon is a duly organized and validly existing limited liability company, with all requisite power and authority to carry on its business as presently conducted.

  2. Horizon has full power, authority, and capacity to execute, deliver, and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms.

  3. All consents, approvals, and authorizations required to have been obtained by Horizon in connection with the execution, delivery, and performance of this Agreement have been obtained.

  4. The financial statements of Horizon, as provided by Horizon to InnovateTech, fairly present the financial condition, results of operations, and cash flows of Horizon as of the dates indicated in such financial statements.

  5. There are no pending or threatened lawsuits, claims, or proceedings against Horizon that would have a material adverse effect on its financial position or its ability to consummate the transactions contemplated by this Agreement.



4. Closing

4.1. Effective Date


The Merger shall become effective on [Date], or on such other date as the Parties may mutually agree (the "Effective Date").



4.2. Deliverables at Closing


At the Closing, each Party shall deliver or cause to be delivered:



  1. All documents, agreements, and certificates as required to be delivered by each Party at the Closing under the terms of this Agreement.

  2. Any other documents, agreements, and certificates as may be reasonably requested by either Party in order to effectuate the transactions contemplated by this Agreement.



5. Post-Acquisition Matters

5.1. Employee Matters


Horizon shall have the right, but not the obligation, to offer employment to any or all employees of InnovateTech in accordance with Horizon's standard policies and procedures. The terms and conditions of such offers shall be determined by Horizon in its sole discretion.



5.2. Integration


Following the Closing, the Parties shall cooperate in good faith to integrate the business operations of InnovateTech into Horizon, including the transition and integration of IT systems, facilities, and assets as necessary to ensure the continued operation of the combined business.



6. Governing Law and Dispute Resolution

6.1. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the United States and the [State], without giving effect to any principles of conflicts of law.



6.2. Dispute Resolution


Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



7. Miscellaneous

7.1. Amendments


This Agreement may be amended, modified, or supplemented only by a written instrument executed by both Parties.



7.2. Entire Agreement


This Agreement, together with the exhibits and schedules hereto, constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the Parties.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

______________________ _______________________
Horizon Enterprises Group LLC InnovateTech Solutions Inc.

By: __________________________________ By: _________________________________
Name: ________________________________ Name: _______________________________
Title: _______________________________ Title: ______________________________

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Sections of a Merger and Acquisition Agreement


In this Merger and Acquisition Agreement, you will see the following sections:

  1. Acquisition and Merger
  2. Purchase Price and Payment Terms
  3. Representations and Warranties
  4. Closing
  5. Post-Acquisition Matters
  6. Governing Law and Dispute Resolution
  7. Miscellaneous


Going indepth - Analysis of each section:

  1. Acquisition and Merger : This section explains that Horizon will acquire InnovateTech through a merger. After the merger, InnovateTech will cease to exist, and Horizon will take over all its rights, properties, debts, and liabilities.

  2. Purchase Price and Payment Terms : This section outlines the total purchase price for InnovateTech's outstanding shares of common stock and the payment terms. The purchase price will be paid by Horizon to InnovateTech's shareholders at the closing of the merger through a specified method of payment.

  3. Representations and Warranties : Both parties, InnovateTech and Horizon, provide a list of statements that they guarantee to be true and accurate. These statements cover various aspects of their businesses, such as their legal status, financial statements, and any pending or threatened lawsuits.

  4. Closing : This section specifies the effective date of the merger and the documents each party must deliver at the closing. These documents include agreements, certificates, and any other documents necessary to complete the merger.

  5. Post-Acquisition Matters : This section covers matters related to employees and the integration of InnovateTech's business operations into Horizon. Horizon has the right to offer employment to InnovateTech's employees, and both parties will cooperate to integrate their businesses, including IT systems, facilities, and assets.

  6. Governing Law and Dispute Resolution : This section states that the agreement will be governed by the laws of the United States and a specific state. Any disputes arising from the agreement will be resolved through arbitration under the rules of the American Arbitration Association.

  7. Miscellaneous : This section covers various miscellaneous provisions, such as the process for amending the agreement and the fact that the agreement represents the entire understanding between the parties, superseding any prior agreements or understandings.

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