Merger Agreement (Mixed Consideration, Pro-Buyer)

by Practical Law Corporate & Securities

This Standard Document presents a long-form merger agreement for acquiring a US public corporation, with a mix of cash and stock consideration, favoring the buyer. The agreement includes key provisions such as representations and warranties from both the target company and the buyer, interim operating covenants, and procedures for the exchange of shares. It addresses fiduciary duties, deal-protection measures, and regulatory requirements, including compliance with the Delaware General Corporation Law (DGCL). The document also covers the treatment of stock options and other equity-based compensation, indemnification and insurance for directors and officers, and the handling of dissenting shares. The agreement outlines the conditions under which the merger may be terminated, including the payment of break-up and reverse break-up fees.