8/8/2019 Basic Terms And Conditions for Merger Agreement

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Basic Terms And Conditions with Guidelines for

Preparing Merger Agreement

Part I

Definations Of Major Words Used in Agreement

Part II

About Merger

Effective time: Deals the exact date and time from which the

mergeragreement will take effect. Effects of Merger: Deals with the likely outcomes from the merger

process.

Articles of Incorporation; Bylaws

Directors and Officers

Effect on Capital Stock

Dissenting Shares

Surrender of Certificates

Part III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Here company gives general disclaimers and disclosures about the various

matters which affect the shareholders new company.This also enables inestablishing good corporate governance practices. Some examples of

Information shared are performance of Subsidiaries, Maintenance Books &

records, litigation pending, receivable & inventories,Compliance with laws and all other material issues which could impact the

merger process.

Employee & Labor Matters

How many employees will continue there service in the new organization?

What are the conditions which they have complied with?

Insurance & other risk covering Instruments

Part IV

8/8/2019 Basic Terms And Conditions for Merger Agreement

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ADDITIONAL AGREEMENTS (if Required )

Conduct of Business Prior to the Closing (Conditions If Any?)

Access to Information (Agreement how information would be Shared)

Regulatory and Other Authorizations; Notices and Consents (agreementsfor consent of the parties like for making any amendment)

Notice of Developments (To be Given on regular Intervals)

No Solicitation or Negotiation (No Further negotiation with any otherparty)

Further Action

Part V

TERMINATION AND WAIVER

Termination

Effect of Termination (Impact on Agreement)

Waiver (Of Any Condition Laid Down in original)

Part VI

GENERAL PROVISIONS

Expenses ( How to be Shared)

Notices (To Whom And When) Public Announcements (Under whose supervision)

Entire Agreement

Assignment (of Different Tasks)

No Third Party Beneficiaries (AS 18 )

Amendment (If any how to be done?)

Governing Law (Companies Act 1956)

Counterparts