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A Stock For Stock Merger Agreement is a crucial document used when two or more Indian companies combine their businesses through a share exchange mechanism. This agreement is particularly relevant in scenarios where companies seek to consolidate operations, achieve synergies, or expand market presence without cash consideration. The document must comply with various Indian regulatory requirements, including Companies Act 2013, SEBI regulations (for listed entities), Competition Act, and relevant tax laws. It contains detailed provisions about share valuation, exchange ratio, treatment of existing shareholders, regulatory approvals, and post-merger integration. The agreement is typically preceded by due diligence and requires various corporate and regulatory approvals, making it a cornerstone document in corporate restructuring transactions in India.

1. Parties: Identification of the merging companies, including registered addresses and company registration numbers

2. Background/Recitals: Context of the merger, basic transaction structure, and commercial intent of the parties

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation

4. The Merger: Detailed structure of the merger, including mechanics of share exchange and surviving entity details

5. Consideration and Exchange Ratio: Details of share exchange ratio, valuation methodology, and mechanism for share issuance

6. Treatment of Shares: Handling of outstanding shares, share certificates, and fractional shares

7. Representations and Warranties: Comprehensive warranties from both companies regarding business, assets, liabilities, and compliance

8. Conditions Precedent: Prerequisites to closing, including regulatory approvals, shareholder approvals, and other requirements

9. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business provisions

10. Closing: Closing mechanics, deliverables, and timing

11. Post-Closing Covenants: Obligations after closing, including integration matters and compliance requirements

12. Regulatory Compliance: Compliance with Companies Act, SEBI regulations, and other applicable laws

13. Termination: Circumstances under which agreement can be terminated and consequences

14. Indemnification: Indemnity provisions for breaches and specific indemnified matters

15. Governing Law and Jurisdiction: Indian law as governing law and jurisdiction provisions

16. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement