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.
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").
1.1. 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.
2.1. 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.
3.1. 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:
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:
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:
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.
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.
6.1. 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.
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.
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In this Merger and Acquisition Agreement, you will see the following sections:
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