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Simple Merger Agreement Template for Philippines

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Key Requirements PROMPT example:

Simple Merger Agreement

"I need a Simple Merger Agreement for merging my small tech consulting firm with a local software development company in Manila, with plans to close by March 2025, ensuring compliance with Philippine regulations while keeping the structure straightforward."

Document background
The Simple Merger Agreement is a crucial document used when two companies in the Philippines intend to combine their operations through a straightforward merger transaction. This document type is particularly suitable for domestic mergers where the transaction structure is relatively uncomplicated and the entities involved are closely held or of similar size. The agreement must comply with the Corporation Code of the Philippines, the Securities Regulation Code (if applicable), and the Philippine Competition Act. It typically includes essential provisions covering the merger structure, valuation, share exchange ratios, conditions precedent, and regulatory approvals. The Simple Merger Agreement is distinct from more complex merger agreements in that it focuses on fundamental merger elements while maintaining clarity and accessibility for stakeholders, making it ideal for transactions where elaborate provisions for international considerations, complex earnouts, or multiple-step transactions are not required.
Suggested Sections

1. Parties: Identification of the merging entities, including complete corporate details and registration information

2. Background: Context of the merger, brief description of the companies' businesses, and purpose of the merger

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. The Merger: Core terms describing the merger structure, surviving entity, and effective date

5. Merger Consideration: Details of the payment, share exchange ratio, or other consideration for the merger

6. Representations and Warranties: Statements of fact and assurances from both parties about their legal status, financial condition, and authority

7. Closing Conditions: Prerequisites that must be satisfied before the merger can be completed

8. Pre-Closing Covenants: Obligations of both parties between signing and closing, including conduct of business requirements

9. Closing Mechanics: Procedural requirements for closing, including required documents and actions

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

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts

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

Optional Sections

1. Post-Closing Covenants: Used when there are specific obligations that survive closing, such as employee retention or business integration requirements

2. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

3. Employee Matters: Required when the merger involves significant employment considerations or restructuring

4. Intellectual Property: Include when IP assets are a significant aspect of the merger

5. Real Property: Needed when real estate assets are material to the transaction

6. Environmental Matters: Include for businesses with significant environmental considerations or liabilities

7. Competition Law Compliance: Required when the merger needs Philippine Competition Commission approval

Suggested Schedules

1. Schedule A - Corporate Information: Detailed corporate information of both entities including shareholding structure

2. Schedule B - Material Assets: List of significant assets being transferred in the merger

3. Schedule C - Material Contracts: Key contracts that may be affected by the merger

4. Schedule D - Intellectual Property: List of IP rights owned by the merging entities

5. Schedule E - Employee Information: Details of employees and their terms of employment

6. Schedule F - Permits and Licenses: List of governmental authorizations and licenses

7. Appendix 1 - Closing Checklist: List of all documents and actions required for closing

8. Appendix 2 - Form of Board Resolutions: Template resolutions for approval of the merger

9. Appendix 3 - Form of Shareholder Resolutions: Template resolutions for shareholder approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























Clauses






























Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Real Estate

Healthcare

Professional Services

Consumer Goods

Energy

Transportation and Logistics

Agriculture

Construction

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Business Development

Board Secretariat

Corporate Communications

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Mergers & Acquisitions Director

Corporate Development Manager

Board Member

Managing Director

Finance Director

Compliance Officer

Business Development Director

Strategy Director

Integration Manager

Risk Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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