06交割安排英文样本MergerClosingAgenda

days of Closing
Officers’ Certificate of Buyer and Merger Sub
Buyer Counsel Buyer, Merger Sub
Buyer and Merger Sub Secretary’s Certificates as to certified copies of: Corporate charter ByLaws Resolutions of the Board of Directors authorizing the execution of the Merger Agreement, the Escrow Agreement, and any other ancillary agreements Incumbency
Drafting/ Procuring Responsibility
Signatories
Buyer Counsel
Buyer, Target, Escrow Agent, and [_], [_] and
[_], as Indemnification Representatives
Buyer, Target, Target
X
subsidiary of Buyer), including
organizational documents, merger
resolutions of Board and sole
shareholder, etc.
Buyer Board of Directors meeting
Buyer, Buyer
Target Counsel
Signatories Target
Target Broker of Record Letter for Directors’ and Officers’ tail insurance
Target
Target
Receipt of notices satisfying the requirements of U.S. Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3)(i) (FIRPTA) addressed to Buyer and the U.S. Treasury Department
Target Counsel
X
Target certified by Secretary of State
of Delaware and each jurisdiction in
which it is qualified to do business,
dated within 15 days of Closing
MERGER CLOSING AGENDA
CLOSING AGENDA
ACQUISITION OF TARGET by
BUYER
Closing Scheduled for _______
Definitions:
Merger Sub Target Buyer Target Counsel Buyer Counsel Escrow Agent Payment Agent
Buyer Counsel
Officer of Target
Draft and Mailing of Letter of
Buyer Counsel,
X
Transmittal and related instructions Payment Agent
and documents for exchanging
Item and Section
Preclosing Due diligence review, business and legal
Drafting/ Procuring Responsibility
Buyer
Signatories X
Formation of Merger Sub (as a
Buyer Counsel
Exhibit B: Letter of Transmittal Buyer Counsel,
X
Target Counsel
Exhibit C: Form of Employee Buyer Counsel,
X
Noncompetition
Target Counsel
Agreement
Exhibit D: Form of Opinion of
Officer’s Certificate of Target
Target Counsel
Target
Status
Final Delivery
Date
4
Item and Section
Drafting/ Procuring Responsibility
Target Secretary’s Certificate as to certified copies of: • Corporate Charter • ByLaws • Resolutions of the Board of Directors authorizing the execution of the Merger Agreement, the Escrow Agreement, and other ancillary agreements, and resolutions of the shareholders approving the Merger • Incumbency
Target shares for Consideration
Permitted Legal and Accounting
Target
X
Expenses for payment by Buyer
Counsel, Buyer
Calculation of purchase price
Target,
X
Buyer
X
approving the transactions and
Counsel
documents
Target Board of Directors meeting or written consent approving the transactions and documents and cancellation of common stock equivalents required to be cancelled as of the Closing
X
Agreement
Target Counsel
Target Disclosure Schedule
Target, Target
X
Counsel
2
Item and Section Escrow Agreement
Target Delaware Section 228 notice and appraisal rights notice to shareholders Revised Distribution Schedule
Drafting/ Procuring Responsibility
Buyer Counsel
Signatories X
Certificate of Good Standing of
Buyer Counsel
X
Merger Sub certified by Secretary of
State of Delaware dated within 15
Target, Target Counsel
Status
Final Delivery
Date
1
Item and Section
Target Board of Directors meeting or written consent terminating 401(k) Plan (Must be adopted at least 1 day prior to Closing)
Buyer Counsel
Buyer, Merger Sub
Corporate Charter of Target certified Target Counsel
X
by the Secretary of State of
Delaware
Certificates of Good Standing of
Consideration to Payment Agent and
Buyer
X
Escrow Agent
Legal opinion of Target Counsel
Target Counsel Target Counsel
Legal opinion of Buyer Counsel
Buyer Counsel Buyer Counsel
Target shareholder written consent regarding parachute payments
Target, Target Counsel
Amendment to Target charter
Closing Agreement and Plan of Merger (“Merger Agreement”)
Buyer Counsel, Target Counsel
Target
Certificate of Merger filed with the Secretary of State of Delaware
Buyer Counsel
Target
Press Release
Buyer, Target
X
Agreement with Payment Agent
Corporate Charter of Buyer certified Buyer Counsel
X
by Secretary of State of Delaware
Corporate Charter of Merger Sub
Buyer Counsel
X
certified by Secretary of State of
Payment of Escrow and Payment Agent Fees
Buyer, Buyer Counsel
Buyer
Buyer, Payment Agent
Status
Final Delivery
Date
Postclosing
Distribute merger consideration, net of escrow and amounts owed by shareholders to Target, to Target shareholders
Counsel, Buyer Counsel
Target
Target
X
Employee Offer Letters
Buyer
Employee NonCompetition/ Confidentiality Agreements
Buyer
Certificate of Merger and Preclearance with Delaware Secretary of State
Delaware
Staቤተ መጻሕፍቲ ባይዱus
Final Delivery
Date
3
Item and Section
Certificate of Good Standing of Buyer certified by Secretary of State of Delaware dated within 15 days of Closing
Target
X
Target’s Counsel
Counsel, Buyer
Counsel
Exhibit E: Form of Opinion of Buyer Counsel,
X
Buyer’s Counsel
Target Counsel
Exhibit F: Form of Escrow
Buyer Counsel,
Target, Target Counsel
All
Buyer, Merger
Sub, Target
Exhibits to Merger Agreement
Status
Final Delivery
Date
Exhibit A: Distribution Schedule Target, Target
X
Counsel
Drafting/ Procuring Responsibility
Target, Target Counsel
Signatories
Target shareholder written consent approving the transactions and documents
Target, Target Counsel