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Mergers and Acquisitions (M&A) Agreement template
Mergers and Acquisitions (M&A) Agreement sample


What is Mergers and Acquisitions (M&A) Agreement?

Mergers and Acquisitions (M&A) Agreement Governs the purchase or merger of one company by another, specifying terms, conditions, purchase price, and post-acquisition matters.



Sample template:



MERGERS-AND-ACQUISITIONS-AGREEMENT

This-Mergers-and-Acquisitions-Agreement-(the-"Agreement")-is-made-and-entered-into-as-of-[Date],-by-and-between-Strategic-Acquisitions-Group-Inc.,-a-corporation-organized-and-existing-under-the-laws-of-[State],-with-its-principal-place-of-business-at-[Address]-("Purchaser"),-and-TechFusion-Innovations,-a-corporation-organized-and-existing-under-the-laws-of-[State],-with-its-principal-place-of-business-at-[Address]-("Seller").



1.-DEFINITIONS-AND-INTERPRETATION

1.1.-Definitions


Unless-the-context-otherwise-requires,-the-following-terms-shall-have-the-following-meanings-in-this-Agreement:-"Acquired-Assets"-means-all-assets-of-the-Seller,-including-but-not-limited-to-all-intellectual-property,-tangible-property,-and-goodwill;-"Closing"-means-the-completion-of-the-transactions-contemplated-by-this-Agreement;-"Closing-Date"-means-the-date-fixed-for-the-Closing;-"Purchase-Price"-means-the-consideration-for-the-Acquired-Assets,-as-set-forth-in-Section-3.1;-and-"Due-Diligence"-means-the-Purchaser's-review-of-the-Acquired-Assets,-as-required-by-Section-4.1.



1.2.-Interpretation


In-this-Agreement,-unless-the-context-otherwise-requires,-any-references-to-a-Section-or-clause-or-Schedule-are-to-a-Section-or-clause-or-Schedule-of-this-Agreement,-and-any-references-to-a-paragraph-are-to-a-paragraph-of-the-relevant-Schedule.-The-headings-in-this-Agreement-are-for-convenience-only-and-shall-not-affect-its-interpretation.-All-references-to-the-singular-include-the-plural-and-vice-versa,-and-words-denoting-any-gender-include-all-genders.



2.-PURCHASE-AND-SALE-OF-ACQUIRED-ASSETS

2.1.-Sale-and-Transfer-of-Acquired-Assets


Subject-to-the-terms-and-conditions-of-this-Agreement,-at-the-Closing,-the-Seller-shall-sell,-convey,-transfer,-assign-and-deliver-to-the-Purchaser,-free-and-clear-of-all-liens,-encumbrances,-and-rights-of-others,-and-the-Purchaser-shall-purchase,-acquire-and-accept-from-the-Seller,-all-right,-title,-and-interest-of-the-Seller-in-and-to-the-Acquired-Assets.



3.-PURCHASE-PRICE-AND-PAYMENT

3.1.-Purchase-Price


The-aggregate-purchase-price-for-the-Acquired-Assets-shall-be-[Amount-in-Words]-Dollars-($[Amount-in-Figures]),-subject-to-adjustment-as-set-forth-in-this-Agreement-(the-"Purchase-Price").



3.2.-Payment-of-Purchase-Price


The-Purchase-Price-shall-be-paid-by-the-Purchaser-to-the-Seller-at-the-Closing-by-wire-transfer-of-immediately-available-funds-to-an-account-designated-by-the-Seller-in-writing-not-later-than-two-(2)-business-days-prior-to-the-Closing-Date.



4.-CONDITIONS-PRECEDENT-AND-DUE-DILIGENCE

4.1.-Due-Diligence


The-Purchaser-shall-have-the-right,-for-a-period-of-thirty-(30)-days-from-the-date-of-this-Agreement,-to-conduct-a-thorough-review-and-examination-of-the-Acquired-Assets,-including,-but-not-limited-to,-the-Seller's-financial-records,-contracts,-liabilities,-and-any-other-information-pertinent-to-the-Acquired-Assets.-The-Purchaser's-Due-Diligence-shall-be-conducted-in-a-manner-that-does-not-unreasonably-interfere-with-the-Seller's-business-operations.



4.2.-Conditions-Precedent


The-Purchaser's-obligation-to-consummate-the-transactions-contemplated-by-this-Agreement-is-subject-to-the-satisfaction,-or-waiver-by-the-Purchaser,-of-each-of-the-following-conditions-precedent-on-or-before-the-Closing-Date:-(a)-the-Seller-shall-have-furnished-the-Purchaser-all-necessary-information-for-the-Purchaser's-Due-Diligence;-(b)-the-Purchaser-shall-have-completed-its-Due-Diligence-to-its-satisfaction;-(c)-the-Seller-shall-have-obtained-and-furnished-to-the-Purchaser-any-required-third-party-consents;-(d)-there-shall-not-have-been-any-material-adverse-change-in-the-Acquired-Assets;-and-(e)-all-representations-and-warranties-of-the-Seller-contained-in-this-Agreement-shall-be-true,-correct-and-complete-in-all-material-respects.



5.-POST-ACQUISITION-INTEGRATION

5.1.-Integration-Plan


Following-the-Closing,-the-Purchaser-and-the-Seller-shall-cooperate-in-good-faith-to-develop-and-implement-a-mutually-acceptable-post-acquisition-integration-plan-(the-"Integration-Plan"),-which-shall-include,-but-not-be-limited-to:-(a)-the-transition-of-employees,-operations,-and-customer-relationships;-(b)-the-integration-of-the-Seller's-products,-services,-and-technology-with-those-of-the-Purchaser;-and-(c)-the-realization-of-any-anticipated-synergies,-cost-savings,-and-other-benefits-from-the-acquisition.



5.2.-Confidentiality-and-Non-Solicitation


For-a-period-of-three-(3)-years-following-the-Closing,-the-Seller-shall-maintain-in-confidence-all-confidential-information-relating-to-the-Acquired-Assets-and-the-Purchaser's-business;-provided,-however,-that-the-Seller-may-disclose-such-information-if-required-by-law-or-pursuant-to-a-legally-enforceable-subpoena-or-order.-The-Seller-shall-not,-directly-or-indirectly,-solicit-or-attempt-to-entice-any-employee-of-the-Purchaser-to-leave-the-Purchaser's-employment-or-retain-the-services-of-any-such-employee-for-itself-or-any-other-person-or-entity.



6.-MISCELLANEOUS

6.1.-Governing-Law-and-Jurisdiction


This-Agreement-shall-be-governed-by-and-construed-in-accordance-with-the-laws-of-the-United-States-and-the-State-of-[State],-without-regard-to-conflicts-of-law-principles.-The-Parties-irrevocably-agree-that-the-courts-of-[State]-shall-have-exclusive-jurisdiction-to-settle-any-dispute-or-claim-arising-out-of-or-in-connection-with-this-Agreement.



6.2.-Entire-Agreement


This-Agreement,-together-with-the-schedules-and-exhibits-hereto,-constitutes-the-entire-agreement-between-the-Parties-with-respect-to-the-subject-matter-hereof,-and-supersedes-and-replaces-all-prior-negotiations,-understandings,-and-agreements,-whether-oral-or-written,-between-the-Parties-with-respect-to-such-subject-matter.



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



STRATEGIC-ACQUISITIONS-GROUP-INC.


By:-__________________________


Name:-__________________________


Title:-__________________________



TECHFUSION-INNOVATIONS


By:-__________________________


Name:-__________________________


Title:-__________________________

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Common Sections of a Mergers and Acquisitions (M&A) Agreement


In this Mergers and Acquisitions (M&A) Agreement, you will see the following sections:

  1. Definitions and Interpretation
  2. Purchase and Sale of Acquired Assets
  3. Purchase Price and Payment
  4. Conditions Precedent and Due Diligence
  5. Post-Acquisition Integration
  6. Miscellaneous


Going indepth - Summary of each section:

  1. Definitions and Interpretation : This section explains the meaning of specific terms used throughout the agreement, such as "Acquired Assets" and "Closing Date." It also provides guidance on how to interpret the agreement, such as how to understand singular and plural terms or gender-specific language.

  2. Purchase and Sale of Acquired Assets : This section outlines the process of transferring the assets from the Seller to the Purchaser. It states that the Seller will sell and transfer all their rights, titles, and interests in the assets to the Purchaser, who will then purchase and accept them.

  3. Purchase Price and Payment : This section specifies the total price the Purchaser will pay for the assets (the "Purchase Price") and how the payment will be made. In this case, the payment will be made via wire transfer to an account designated by the Seller.

  4. Conditions Precedent and Due Diligence : This section describes the conditions that must be met before the Purchaser is obligated to complete the transaction. These conditions include the Purchaser's right to review the assets and the Seller providing necessary information for the Purchaser's due diligence. The Purchaser must be satisfied with their due diligence before proceeding with the transaction.

  5. Post-Acquisition Integration : This section outlines the steps the Purchaser and Seller will take to integrate the acquired assets into the Purchaser's business. This includes developing an integration plan, transitioning employees and operations, and realizing any anticipated benefits from the acquisition. The Seller is also required to maintain confidentiality and not solicit the Purchaser's employees for a specified period.

  6. Miscellaneous : This section covers various additional topics, such as the governing law and jurisdiction for any disputes related to the agreement, and the fact that this agreement represents the entire understanding between the parties and supersedes any previous agreements or negotiations.

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