Amalgamation Agreement Template
Created by:
[Sender.FirstName][Sender.LastName][Sender.Company]
Prepared for:
[Client.FirstName][Client.LastName][Client.Company]
THIS AMALGAMATION DOCUMENT was made on (Insert Date)
BETWEEN:
[Client.Company], a corporation organized under the laws of (insert region) and has an office in (insert region) called (office name).
AND:
[Client.Company], a corporation that operates under the laws of (insert region) and has an office in (insert region) called (office name).
Recitals
WHEREAS[Client.Company] and [Client.Company] wish to amalgamate and operate as one cooperation to be named (New Company Name), pursuant to (Constitution Section). In accordance with the terms and conditions and pursuant to the provisions of the Business Corporations Act of (insert region) hereof;
THIS AMALGAMATION AGREEMENT WITNESSES THAT in consideration of the agreements and covenants contained herein, all the parties hereto covenant and agree as follows:
1.1 Definitions
In this Agreement, the following terms and phrases, including the recitals, will have the following meanings unless stated otherwise:
(a) “Act” means Business Corporation Act;
(b) “Agreement," "hereto," "herein," "hereby," and any other similar expressions mean this Amalgamation Agreement, whether amended, modified, or supplemented;
(c) “Amalgamating Companies” means [Client.Company] and [Client.Company];
(d) “Amalco” means the continuing company constituted after merging;
(e) “Amalgamation" means the merging of [Client.Company] and [Client.Company] contemplated by this Agreement;
(f) “Certificate of Amalgamation” refers to the Certificate issued after the completion of the Amalgamation process pursuant to the Act;
(g) “Effective Date" refers to the date written on the Certificate of Amalgamation that shows the exact date the Amalgamation takes effect.
Amalgamation
2.1. Agreement to Amalgamate
[Client.Company] and [Client.Company] agree to amalgamate pursuant to the Act and continue operating under one corporation as outlined in this Agreement. The Amalgamation will be effective from the date of filing the amalgamation application with the (Insert region) Registrar of Companies.
2.2. Business Name
The new name of Amalco shall be (New Company Name) or any other name that shall be chosen.
2.3. Registered Office
Upon the completion of the Amalgamation, the registered office of the Amalco will be located at (Enter the location of the office).
2.4. No Restrictions on Transfer of Shares
No restrictions will be enforced on the transfer of Common Shares of the Amalco.
2.5. Authorized Capital
Amalco shall have absolute authority to issue an unlimited number of shares listed as Amalco Common Shares.
2.6. Directors
Amalco's board of directors shall have a minimum of 1 and a maximum of (enter maximum number) directors. The first board of directors shall be made up of (enter number) persons, whose names and addresses are listed below.
(Name of first Director)
(Name of second Director)
(Name of third Director)
(Address of first Director)
(Address of second Director)
(Address of third Director)
The first director will hold office for a period of (enter period) months/years starting from (enter starting date).
The number of directors is not limited to three. You can tailor this section according to the company’s needs and the number of directors determined by the Amalgamated companies.
2.7. Conversion of Share Capital
On the Effective Date of this Amalgamation Agreement, the authorized share capital of the Amalco shall be converted in the following way:
(a) All [Client.Company] Shares and [Client.Company] Shares held by the shareholders of the Amalgamated Companies shall be exchanged for Amalco Common Shares
(b) All [Client.Company] and [Client.Company] warrants shall be taken as warrants of the Amalco and will contain identical terms.
2.8. Share Certificates
On the Effective Date, all registered shareholders shall be deemed registered shareholders of the Amalco Common Shares pursuant to Section 2.7 of this Agreement. The shareholders will receive a share certificate indicating the number of Amalco Common Shares they hold at the Amalco.
2.9. Filing of Articles of Amalgamation
After all the conditions have been waived or satisfied, the Amalgamating Companies shall jointly file with the Registrar of Companies under the Act, bringing the Amalgamation the Companies into effect.
2.10 Effect of the Amalgamation
On the Effective Date:
a) The Amalgamation of the Amalgamating Companies and their operation as an Amalgamated Company will be effective.
b) The property of the Amalgamating Companies shall be the property of the Amalgamated Company.
c) The Amalgamated Company will be liable for the obligations of the Amalgamating Companies
2.11. Repeal, Amendment, or Alteration
After the Effective Date, all matters relating to the Amalco outlined in Article II may be altered, amended, or repealed by the Amalco pursuant to the Act.
Representations and Warranties
3.1. Representations and Warranties of [Client.Company]
[Client.Company] represents and warrants to and in favor of [Client.Company] as follows and acknowledges that:
a) (Company Name) is a company that is validly existing at (enter region) and legally operating under the laws of (enter region) and has a corporate capacity and power to enter into business as conducted in this Amalgamation Agreement and pursuant to the Act.
b) The authorized capital share at the date of Amalgamation is a total of (enter number of shares) and (enter number of warrants) [Client.Company] warrants were issued and outstanding.
c) The provisions, execution, and delivery of this Agreement will not result in a breach or violation of the terms and provisions of [Client.Company].
d) [Client.Company] is in good standing in (enter region).
e) Company Name has duly and timely filed tax returns under the Income Tax and VAT Tax Act of (Enter Country).
f) There are reasonable grounds that the Amalco will be able to pay its liabilities on time.
3.2. Representations and Warranties of [Client.Company]
[Client.Company] represents and warrants to an in favor of [Client.Company] as follows and acknowledges that:
a) [Client.Company] is a company that is validly existing at (enter region) and legally operating under the laws of (enter region) and has a corporate capacity and power to enter into business as conducted in this Amalgamation Agreement and pursuant to the Act.
b) The authorized capital share at the date of Amalgamation is a total of (enter number of shares) and (enter number of warrants) [Client.Company] warrants were issued and outstanding.
c) The provisions, execution, and delivery of this Agreement will not result in a breach or violation of the terms and provisions of [Client.Company].
d) [Client.Company] is in good standing in (enter region).
e) Company Name has duly and timely filed tax returns under the Income Tax and VAT Tax Act of (Enter Country).
f) There are reasonable grounds that the Amalco will be able to pay its liabilities on time.
Covenants
4.1. Covenant of [Client.Company]
[Client.Company] hereby agrees and covenants that to and including the Effective Date, it will:
a) Grant [Client.Company] agents and representatives full access to all its assets, commitments, agreements, records, and books during normal business hours and upon reasonable notice after normal business hours.
b) Not to enter into any material transaction with another Company/Companies without [Client.Company]'s written prior consent.
c) Not to authorize or make any capital expenditure or commitments regarding assets or properties exceeding (enter figure), except in respect of existing commitments, without the prior written consent of [Client.Company].
d) Not issue, pledge, sell, or grant any securities of [Client.Company], except pursuant to the exercise of [Client.Company] warrants.
e) Not amend any existing option, consulting, or employment agreement nor enter into any severance or employment agreement or any similar arrangements with a senior officer(s) or director of [Client.Company] without prior consent from [Client.Company].
f) Not amend or alter its articles of incorporation or any other by-laws.
g) Take all necessary steps to ensure that the Amalgamation takes effect on the Effective Date.
4.2. Covenant of [Client.Company]
(Company Name) hereby agrees and covenants that to and including the Effective Date, it will:
a) Grant [Client.Company] agents and representatives full access to all its assets, commitments, agreements, records, and books during normal business hours and upon reasonable notice after normal business hours.
b) Not to enter into any material transaction with another Company/Companies without the written prior consent of [Client.Company].
c) Not to authorize or make any capital expenditure or commitments regarding assets or properties exceeding (enter figure), except in respect of existing commitments, without the prior written consent of [Client.Company].
d) Not issue, pledge, sell, or grant any securities of [Client.Company], except pursuant to the exercise of [Client.Company] warrants.
e) Not amend any existing option, consulting, or employment agreement nor enter into any severance or employment agreement or any similar arrangements with a senior officer(s) or director of [Client.Company] without prior consent from [Client.Company].
f) Not amend or alter its articles of incorporation or any other by-laws.
g) Take all necessary steps to ensure that the Amalgamation takes effect on the Effective Date.
Amendment and Termination
5.1. Amendment
This Amalgamation Agreement may be amended and edited at any time during the [Client.Company] and [Client.Company] shareholder's resolution process but not later than the Effective Date. After the Effective Date, the Agreement can only be amended by the authorization of all the Amalgamating Companies. Any amendments made may:
a) Modify any covenants or waive any inaccuracies in the Agreement;
b) Change the time of performance of specific obligations;
5.2. Termination
This Amalgamation Agreement may, at any time before the Effective Date, be terminated in writing by [Client.Company] and [Client.Company] without any further action or legal action on the shareholders of [Client.Company] shares and [Client.Company] shares. This is if the Certificate of Amalgamation has not been obtained from the Registrar of Companies on or before (enter date). Before the Effective Date, the Amalgamation may be terminated on the following grounds:
a) Mutual agreements of the parties
b) One of the parties is incapable of being satisfied by the terms of this Agreement.
c) The Amalgamation does not become effective on or before (enter date).
Upon termination, all rights and liabilities shall end, and this Agreement shall forthwith have no effect or force, and no liability will be taken on the part of [Client.Company] and [Client.Company].
Effective Date
7.1. This agreement will not become effective until it has been thoroughly reviewed and adopted by all parties planning to Amalgamate in a manner specified by the Act.
7.2. The Amalgamation will become effective immediately from the date the Amalgamation application is filed at the Registrar of Companies pursuant to Section (insert the relevant section of the Act) of the Act.
Execution and Delivery
Each of the Amalgamating Companies agrees to do, cause to be done, execute, and deliver all further instruments, documents, deeds, and acts that may be required to give this Agreement effect and full force.
Costs and Expenses. The companies will share all costs, expenses, charges, suits, actions, proceedings, and claims during the Amalgamation process.
Disclosure
Upon execution and completion of this Agreement, the Amalgamated Companies shall issue a joint press release announcing that they have reached a formal agreement for the implementation. No party shall disclose the terms and transactions contemplated in the Amalgamation by press release or any other means without prior written consent by the other party/parties.
IN WITNESS WHEREOF, the parties have agreed to execute the Agreement, attested by hands of the selected offices, and authorized on that behalf on the day and year written herein.
[Client.FirstName][Client.LastName]
[Sender.FirstName][Sender.LastName]
