[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-amalgamation-agreement-D855":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"AMALGAMATION AGREEMENT This Amalgamation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Third Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Fourth Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Fifth Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Sixth Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [COMPANY NAME], the \"First Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] and identified by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the \"Second Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the \"Third Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of amalgamation of [SPECIFY], and [SPECIFY] dated [DATE]; AND WHEREAS [COMPANY NAME], the \"Fourth Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the \"Fifth Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], THE \"Sixth Party\", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE], AND WHEREAS [COMPANY NAME], the \"First Party\", [COMPANY NAME], the \"Second Party\", [COMPANY NAME], the \"Third Party\", [COMPANY NAME], the \"Fourth Party\", [COMPANY NAME], the \"Fifth Party\", and [COMPANY NAME], the \"Sixth Party\", acting under the authority contained in the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], have agreed to amalgamate upon the terms and conditions hereinafter set out; AND WHEREAS [COMPANY NAME], the \"First Party\", [COMPANY NAME], the \"Second Party\", [COMPANY NAME], the \"Third Party\", [COMPANY NAME], the \"Fourth Party\", [COMPANY NAME], the \"Fifth Party\", and [COMPANY NAME], the \"Sixth Party\", have each made full disclosure to one another of all their respective assets and liabilities; AND WHEREAS the authorized capital of [COMPANY NAME], the \"First Party\", consists of an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as full paid and non-assessable shares, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [NUMBER] consists of an unlimited number of Class [SPECIFY] special shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares, an unlimited number of Class [SPECIFY] special shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [NUMBER] consists of [NUMBER] common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [COMPANY NAME], the \"Fourth Party\", consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [COMPANY NAME], the \"Fifth Party\", consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding; AND WHEREAS the authorized capital of [COMPANY NAME] consists of an unlimited number of preference shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; NOW THEREFORE THIS AGREEMENT WITNESSES as follows: DEFINITIONS In this agreement: \"Act\" means the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], as amended; \"Agreement\" means this amalgamation agreement; \"Amalgamated Corporation\" means the corporation continuing from the amalgamation of the Amalgamating Corporations; \"Amalgamating Corporations\" means [COMPANY NAME], the \"First Party\", [COMPANY NAME], the \"Second Party\", [COMPANY NAME], the \"Third Party\", [COMPANY NAME], the \"Fourth Party\", [COMPANY NAME], the \"Fifth Party\", and [COMPANY NAME], the \"Sixth Party\". THE AMALGAMATED CORPORATION Each of the Amalgamating Corporations agrees to amalgamate and to continue as one corporation as of [HOUR] on [DATE], as provided in this agreement. The name of the Amalgamated Corporation shall be [COMPANY NAME]. The registered office of the Amalgamated Corporation shall be in the Municipality of [SPECIFY] [STATE/PROVINCE] and located at [FULL ADDRESS], [STATE/PROVINCE] until changed in accordance with the Act. There shall be no restrictions on the business the Amalgamated Corporation may carry on or on the powers the Amalgamated Corporation may exercise. The by-laws of the Amalgamated Corporation shall not be those of any of the Amalgamating Corporations. A copy of the proposed by-laws of the Amalgamated Corporation may be examined at [FULL ADDRESS], [STATE/PROVINCE]. ISSUED AND OUTSTANDING SHARES OF THE AMALGATING CORPORATION The capital of the Amalgamated Corporation shall consist of an unlimited number of shares of one class designated as common shares. The issued and outstanding shares in the capital of the Amalgamating Corporations shall be respectively cancelled and/or converted into issued shares in the capital of the Amalgamated Corporation as follows: the [NUMBER] issued and outstanding Class [SPECIFY] shares of [COMPANY NAME], the \"First Party\", shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one Class [SPECIFY] share of [COMPANY NAME], the \"First Party\", for one common share of the Amalgamated Corporation; the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the \"First Party\", shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the \"First Party\", for one common share of the Amalgamated Corporation;",null,"Amalgamation Agreement","7",81,"doc","https://templates.business-in-a-box.com/imgs/1000px/amalgamation-agreement-D855.png","https://templates.business-in-a-box.com/imgs/250px/855.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#855.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"amalgamation agreement","Amalgamation Agreement Template","https://templates.business-in-a-box.com/imgs/400px/855.png","https://templates.business-in-a-box.com/imgs/600px/855.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,101,114,127,141,155],{"label":36,"url":37,"thumb":38,"extension":10},"Amalgamation Agreement (100% Subsidiary)","/template/amalgamation-agreement-100-subsidiary-D854","https://templates.business-in-a-box.com/imgs/250px/854.png",{"label":40,"url":41,"thumb":42,"extension":10},"Confirmation of By-Law of Amalgamation","/template/confirmation-of-by-law-of-amalgamation-D83","https://templates.business-in-a-box.com/imgs/250px/83.png",{"label":44,"url":45,"thumb":46,"extension":10},"Statutory Declaration on Amalgamation","/template/statutory-declaration-on-amalgamation-D89","https://templates.business-in-a-box.com/imgs/250px/89.png",{"label":48,"url":49,"thumb":50,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":52,"url":53,"thumb":54,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":56,"url":57,"thumb":58,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":60,"url":61,"thumb":62,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":64,"url":65,"thumb":66,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":68,"url":69,"thumb":70,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":72,"url":73,"thumb":74,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":76,"url":77,"thumb":78,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":80,"url":81,"thumb":82,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":99,"url":100},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37",513,"https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":92,"description":6},"purchase agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Purchase & Sale Agreements","purchase-sale-agreement","share purchase agreement","/template/share-purchase-agreement-D12670",{"description":102,"descriptionCustom":6,"label":103,"pages":86,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":112,"url":113},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[110,111],{"label":17,"url":95},{"label":97,"url":98},"asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":115,"descriptionCustom":6,"label":116,"pages":8,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":125,"url":126},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[123,124],{"label":17,"url":95},{"label":17,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":139,"url":140},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[137,138],{"label":17,"url":95},{"label":17,"url":95},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":87,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":153,"url":154},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":149,"description":6},"letter of intent_acquisition of business",[151,152],{"label":17,"url":95},{"label":17,"url":95},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":156,"descriptionCustom":6,"label":157,"pages":144,"size":87,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":168},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":162,"description":6},"non disclosure agreement nda",[164,165],{"label":17,"url":95},{"label":166,"url":167},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":171,"reviewer":183,"legal_disclaimer":187,"quick_facts":188,"at_a_glance":190,"personas":194,"variants":219,"glossary":247,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":503,"classification":504},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Amalgamation Agreement Template (Free Word)","Free amalgamation agreement template for merging two or more corporations into a single entity. Used in 190+ countries. Free Word and PDF download.","amalgamation agreement template",[20,176,177,178,179,180,181,182],"amalgamation agreement template word","corporate amalgamation agreement","merger amalgamation agreement","amalgamation agreement free download","amalgamation agreement sample","business amalgamation contract","amalgamation agreement canada",{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":189,"legal_review_recommended":187,"signature_required":187,"notarization_required":169},"advanced",{"what_it_is":191,"when_you_need_it":192,"whats_inside":193},"An Amalgamation Agreement is a binding legal contract between two or more corporations that governs how they will combine into a single surviving entity. This free Word download gives you a structured starting point covering share exchange ratios, asset and liability transfer, governance of the amalgamated entity, employee treatment, and closing conditions — ready to edit online and export as PDF for execution.\n","Use it when two or more companies have agreed in principle to merge and need a formal, legally binding document to govern the transaction from signing through the regulatory approval and closing process. It is required before filing amalgamation articles with the relevant corporate registry.\n","Party and entity details, amalgamation structure and effective date, share exchange or cancellation terms, treatment of outstanding options and warrants, transfer of assets and liabilities, governance and officer appointments for the surviving entity, representations and warranties, conditions to closing, regulatory approval obligations, and termination rights.\n",[195,199,203,207,211,215],{"title":196,"use_case":197,"icon_asset_id":198},"Business owners merging companies","Combining two privately held operating companies into one legal entity","persona-small-business-owner",{"title":200,"use_case":201,"icon_asset_id":202},"Corporate lawyers","Drafting and negotiating transaction documents for amalgamating clients","persona-corporate-lawyer",{"title":204,"use_case":205,"icon_asset_id":206},"CFOs and finance directors","Structuring the share exchange ratio and liability allocation for a merger","persona-cfo",{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Rolling a subsidiary or holding company into the main operating entity","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Private equity professionals","Amalgamating portfolio companies to reduce overhead and simplify structure","persona-investor",{"title":216,"use_case":217,"icon_asset_id":218},"Corporate secretaries","Preparing board and shareholder approval packages for a pending amalgamation","persona-operations-director",[220,224,228,232,235,239,243],{"situation":221,"recommended_template":222,"slug":223},"Merging two wholly owned subsidiaries into a single entity","Short-Form Amalgamation Agreement","license-agreement-short-form-D1027",{"situation":225,"recommended_template":226,"slug":227},"Combining two arm's-length private corporations with multiple shareholders","Amalgamation Agreement (Long Form)","amalgamation-agreement-D855",{"situation":229,"recommended_template":230,"slug":231},"Acquiring a target company by absorbing it into the acquirer","Merger and Acquisition Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":233,"recommended_template":103,"slug":234},"Combining assets without a full corporate merger","asset-purchase-agreement-D928",{"situation":236,"recommended_template":237,"slug":238},"Buying shares of a target company rather than merging entities","Share Purchase Agreement","share-purchase-agreement-D12670",{"situation":240,"recommended_template":241,"slug":242},"Restructuring a holding company and its operating subsidiary","Corporate Reorganization Plan","corporate-governance-policy-D13943",{"situation":244,"recommended_template":245,"slug":246},"Merging two non-profit corporations into a single registered charity","Non-Profit Amalgamation Agreement","non-profit-partnership-agreement-D14023",[248,251,254,257,260,263,266,269,272,275,278,281],{"term":249,"definition":250},"Amalgamation","A statutory process by which two or more corporations combine to form a single new or surviving corporation, with the predecessor entities ceasing to exist as separate legal persons.",{"term":252,"definition":253},"Amalgamating Corporations","The two or more existing legal entities that are parties to the amalgamation and will cease to exist as separate corporations upon the effective date.",{"term":255,"definition":256},"Amalgamated Corporation","The single surviving entity that results from the amalgamation, holding all assets, liabilities, rights, and obligations of the predecessor corporations.",{"term":258,"definition":259},"Share Exchange Ratio","The formula specifying how many shares of the amalgamated corporation each shareholder receives in exchange for each share held in an amalgamating corporation.",{"term":261,"definition":262},"Effective Date","The date on which the amalgamation legally takes effect, typically the date the amalgamation articles are filed with and accepted by the relevant corporate registry.",{"term":264,"definition":265},"Articles of Amalgamation","The statutory filing submitted to the relevant corporate registry after the agreement is executed and approvals are obtained, which formally creates the amalgamated corporation.",{"term":267,"definition":268},"Dissent Rights","A shareholder's statutory right to object to the amalgamation and demand payment of fair value for their shares rather than accepting the share exchange ratio.",{"term":270,"definition":271},"Successor Liability","The principle that the amalgamated corporation automatically assumes all obligations, debts, and legal proceedings of each amalgamating corporation by operation of law.",{"term":273,"definition":274},"Condition Precedent","A contractual requirement that must be satisfied or waived before either party is obligated to complete the closing of the amalgamation.",{"term":276,"definition":277},"Representation and Warranty","A factual statement made by each amalgamating corporation about its legal status, financial condition, and operations, the breach of which gives the other party a right to terminate or claim damages.",{"term":279,"definition":280},"Regulatory Approval","Clearance from a government authority — such as a competition bureau or securities regulator — required before the amalgamation may legally proceed.",{"term":282,"definition":283},"Vertical Amalgamation","A short-form amalgamation between a parent corporation and one or more of its wholly owned subsidiaries, typically requiring less documentation and no independent shareholder vote.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and recitals","Identifies each amalgamating corporation by full legal name, jurisdiction of incorporation, and registered address, and states the commercial purpose of the amalgamation.","This Amalgamation Agreement is entered into as of [DATE] between [CORPORATION A LEGAL NAME], a corporation incorporated under the laws of [JURISDICTION] ('Corp A'), and [CORPORATION B LEGAL NAME], a corporation incorporated under the laws of [JURISDICTION] ('Corp B'), collectively the 'Amalgamating Corporations.'","Using a trade name or operating name instead of the full registered legal name. A mismatch between the agreement and the corporate registry record will cause the Articles of Amalgamation filing to be rejected.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Amalgamation structure and effective date","Specifies whether the transaction is a long-form or short-form amalgamation, names the amalgamated corporation, and states when the transaction legally takes effect.","The Amalgamating Corporations agree to amalgamate pursuant to [APPLICABLE STATUTE] and continue as one corporation under the name '[AMALGAMATED CORPORATION NAME]' effective on the date the Articles of Amalgamation are accepted by [REGISTRY] (the 'Effective Date').","Setting a fixed calendar date as the effective date instead of tying it to registry acceptance. Regulatory delays routinely push filing dates, creating a gap between the contractual effective date and the statutory one.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Share exchange and cancellation","States how each class of shares in each amalgamating corporation will be treated — converted at a specified ratio, cancelled for cash, or rolled into the amalgamated corporation on a one-for-one basis.","Each issued and outstanding common share of Corp A shall be exchanged for [X] common share(s) of the Amalgamated Corporation. Each issued and outstanding common share of Corp B shall be cancelled without consideration. No fractional shares shall be issued.","Failing to address fractional shares. When the exchange ratio produces fractions, every shareholder affected must receive cash in lieu or the articles will be defective.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Treatment of options, warrants, and convertible instruments","Specifies what happens to outstanding stock options, warrants, convertible notes, or other equity-linked instruments of each amalgamating corporation at closing.","Each option to acquire a share of Corp A outstanding immediately prior to the Effective Date shall be assumed by the Amalgamated Corporation and converted into an option to acquire [X] common shares of the Amalgamated Corporation on the same terms, with the exercise price adjusted by the exchange ratio.","Leaving options and warrants unaddressed. If the agreement is silent, holders may have contractual anti-dilution rights that entitle them to accelerated vesting or cash settlement, triggering an unplanned cost at closing.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Transfer of assets, liabilities, and contracts","Confirms that all assets, debts, obligations, and third-party contracts of each amalgamating corporation transfer to the amalgamated corporation by operation of law on the effective date.","On the Effective Date, all property, rights, and assets of each Amalgamating Corporation shall become the property of the Amalgamated Corporation, and all liabilities and obligations of each Amalgamating Corporation shall become liabilities and obligations of the Amalgamated Corporation.","Assuming all contracts transfer automatically without review. Many commercial agreements contain change-of-control or assignment-restriction clauses that technically require counterparty consent on an amalgamation, even though the transfer occurs by statute.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Governance of the amalgamated corporation","Sets out the initial board composition, officer appointments, and the form of by-laws and articles that will govern the amalgamated corporation immediately after the effective date.","The board of directors of the Amalgamated Corporation shall initially consist of [X] directors, as set out in Schedule [X]. The initial officers shall be [NAME], [TITLE], and [NAME], [TITLE]. The Amalgamated Corporation shall be governed by the by-laws attached hereto as Schedule [X].","Not attaching draft articles and by-laws as schedules at the time of signing. Leaving governance to be agreed post-closing creates deadlock risk, particularly when the predecessor entities had different governance structures.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations and warranties","Each amalgamating corporation represents that it is duly incorporated, in good standing, has the authority to enter the agreement, and that its financial statements and disclosed liabilities are accurate.","Each Amalgamating Corporation represents and warrants to the other that: (a) it is duly incorporated and in good standing under the laws of its jurisdiction; (b) it has full corporate authority to enter into and perform this Agreement; (c) its most recent financial statements fairly present its financial position as at [DATE]; and (d) there is no litigation pending or threatened against it that would materially affect the amalgamation.","Using generic boilerplate representations without tailoring them to disclosed exceptions. Undisclosed liabilities discovered after closing cannot be claimed as breaches if the warranty schedule was not properly prepared.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Conditions to closing","Lists the specific events that must occur before either party is obligated to complete the amalgamation — shareholder approval, regulatory clearances, third-party consents, and no material adverse change.","The obligations of the parties to complete the amalgamation are conditional upon: (a) approval of the shareholders of each Amalgamating Corporation as required by [STATUTE]; (b) receipt of all required regulatory approvals; (c) no Material Adverse Change having occurred in the business of either Amalgamating Corporation; and (d) receipt of any required third-party consents listed in Schedule [X].","Defining 'Material Adverse Change' too broadly or not defining it at all. Without a precise definition, one party may attempt to walk away on a minor business fluctuation, generating costly litigation.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Employee and benefit plan treatment","Confirms that all employment relationships, collective agreements, and benefit plan obligations of the amalgamating corporations are assumed by the amalgamated corporation without interruption.","The Amalgamated Corporation shall, on and after the Effective Date, employ all employees of the Amalgamating Corporations on terms and conditions no less favorable than those in effect immediately prior to the Effective Date and shall assume all obligations under each employee benefit plan listed in Schedule [X].","Failing to list all benefit plans and collective agreements in a schedule. If a plan is not explicitly named, its assumption by the amalgamated corporation may be disputed, creating employment law liability.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Termination and abandonment","States the conditions under which either party may terminate the agreement before closing — including a longstop date, failure to obtain approvals, or a material breach — and the consequences of termination.","Either party may terminate this Agreement by written notice if: (a) the Effective Date has not occurred on or before [LONGSTOP DATE]; (b) any condition precedent becomes impossible to satisfy; or (c) the other party has materially breached this Agreement and has not cured such breach within [30] days of written notice. Termination shall not affect any accrued rights or obligations.","No longstop date. Without a hard deadline, either party can delay indefinitely — creating leverage to renegotiate terms and leaving both businesses in a state of strategic uncertainty for months.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Confirm the legal names and jurisdictions of all amalgamating corporations","Pull the exact registered legal name and jurisdiction of incorporation for each corporation from the relevant corporate registry. These must match the names used in the Articles of Amalgamation filing precisely.","Order a current certificate of good standing or corporate profile for each entity before drafting — it confirms the registered name and flags any outstanding filing deficiencies that could block the amalgamation.",{"step":342,"title":343,"description":344,"tip":345},2,"Choose the amalgamation structure and name the surviving entity","Determine whether this is a long-form amalgamation (requiring shareholder votes) or a short-form (parent-subsidiary) amalgamation. Confirm the name of the amalgamated corporation, checking name availability with the registry if a new name is being adopted.","Name searches can take 1–5 business days in many jurisdictions — run the search before finalizing the agreement, not after signing.",{"step":347,"title":348,"description":349,"tip":350},3,"Calculate and document the share exchange ratio","Work with a valuator or the parties' accountants to determine the relative fair value of each corporation. Express the exchange ratio as a simple fraction or multiplier per share class and document the valuation basis in a schedule.","If both corporations are wholly owned by the same parent, the share exchange is typically one-for-one or the subsidiary's shares are cancelled — confirm the tax-neutral treatment with your accountant before committing to the ratio.",{"step":352,"title":353,"description":354,"tip":355},4,"Address all outstanding options, warrants, and convertible instruments","List every equity-linked instrument outstanding for each amalgamating corporation in a schedule. For each, specify whether it is assumed and converted, accelerated and cashed out, or terminated at closing.","Review each option plan's change-of-control provisions before drafting this clause — many plans have automatic acceleration on amalgamation that changes the economics of the transaction.",{"step":357,"title":358,"description":359,"tip":360},5,"Identify contracts requiring third-party consent","Review all material commercial agreements — leases, key supplier contracts, credit facilities, and software licenses — for change-of-control or anti-assignment clauses. List consents required in the conditions-to-closing schedule.","Lenders almost always require consent or refinancing on amalgamation. Contact your bank early — credit facility consent processes can take 4–8 weeks.",{"step":362,"title":363,"description":364,"tip":365},6,"Set initial governance, board composition, and officer appointments","Draft the initial articles and by-laws for the amalgamated corporation and attach them as a schedule. Specify the number of directors, initial appointees, and officers by name and title.","If the two predecessor entities had different fiscal year ends, confirm which fiscal year the amalgamated corporation will adopt — this affects the first tax return filing and financial reporting deadlines.",{"step":367,"title":368,"description":369,"tip":370},7,"Define conditions to closing and the longstop date","List every approval and consent required before closing, including shareholder resolutions, regulatory clearances, and third-party consents. Set a longstop date that gives 30–60 days of buffer beyond the expected regulatory approval timeline.","Competition Act pre-merger notification thresholds — $500M transaction size in Canada, Hart-Scott-Rodino thresholds in the US — trigger mandatory waiting periods that must be built into the longstop date.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before filing articles and obtain board and shareholder approvals","Both corporations must pass board resolutions authorizing execution before signing. Shareholder approval resolutions (typically special resolutions at two-thirds majority under most statutes) must be obtained before the Articles of Amalgamation are filed.","Send the agreement to each corporation's shareholders with a notice of meeting and an information circular summarizing the key terms — directors have a fiduciary duty to give shareholders sufficient information to vote on the transaction.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Using trade names instead of registered legal names","The corporate registry will reject the Articles of Amalgamation if the names in the agreement do not exactly match the registered names, delaying closing by days or weeks.","Verify the exact registered legal name of each amalgamating corporation from a current corporate profile or certificate of good standing before drafting a single clause.",{"mistake":382,"why_it_matters":383,"fix":384},"No longstop date for closing","Without a hard deadline, either party can delay approvals indefinitely — using the uncertainty as leverage to renegotiate terms while both businesses operate in limbo.","Set a longstop date that reflects the realistic regulatory timeline plus at least 30 days of buffer, and include automatic termination rights if the date passes without closing.",{"mistake":386,"why_it_matters":387,"fix":388},"Failing to address dissent rights in the shareholder materials","Shareholders who are not properly informed of their statutory dissent rights can successfully challenge the amalgamation after the fact, exposing the amalgamated corporation to payment of fair value claims plus legal costs.","Include a dissent rights notice in every shareholder information circular and specify in the agreement how dissenting shareholders will be treated and funded.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting equity-linked instruments from the share exchange clause","Unaddressed stock options, warrants, or convertible notes may have automatic acceleration or anti-dilution rights triggered by the amalgamation, resulting in unplanned cash payments or equity dilution at closing.","Audit all outstanding equity-linked instruments before drafting and address each one explicitly in the agreement, confirming treatment with both corporations' option plan administrators.",{"mistake":394,"why_it_matters":395,"fix":396},"Overlooking change-of-control clauses in material contracts","Key leases, credit facilities, and supplier agreements often require counterparty consent on amalgamation. Closing without those consents puts the amalgamated corporation in immediate breach of material contracts.","Conduct a contract review at the due diligence stage and list all required consents as closing conditions — then start the consent process at least 6–8 weeks before the target closing date.",{"mistake":398,"why_it_matters":399,"fix":400},"Leaving governance of the amalgamated corporation undefined at signing","When the initial board composition and by-laws are left to be negotiated post-closing, parties that were cooperative during the deal frequently deadlock over governance once the transaction is complete.","Attach fully drafted articles, by-laws, and an initial director and officer schedule to the agreement at signing, and have both boards approve them as part of the closing resolutions.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is an amalgamation agreement?","An amalgamation agreement is a binding legal contract between two or more corporations that governs how they will combine into a single surviving entity. It sets out the share exchange ratio, transfer of assets and liabilities, governance of the resulting corporation, and the conditions that must be met before the transaction can close. It is typically required by corporate statute before articles of amalgamation can be filed with the relevant registry.\n",{"question":406,"answer":407},"What is the difference between an amalgamation and a merger?","In most Canadian and Commonwealth jurisdictions, 'amalgamation' is the specific statutory term for the combination of two corporations into one under corporate law — both predecessors cease to exist and a new entity continues. In the United States, 'merger' is the more common statutory term, and the mechanics vary by state. Both achieve a similar commercial outcome — a single surviving entity — but the documentation and filing requirements differ by jurisdiction.\n",{"question":409,"answer":410},"What is the difference between an amalgamation agreement and a share purchase agreement?","A share purchase agreement transfers ownership of a corporation by selling its shares to a buyer — the target company continues to exist as a separate legal entity after closing. An amalgamation agreement merges two corporations into a single entity, eliminating the predecessor corporations entirely. Share purchases are faster and simpler for straightforward acquisitions; amalgamations are used when the parties want a unified corporate structure and a clean consolidation of assets and liabilities.\n",{"question":412,"answer":413},"Is an amalgamation agreement required by law?","In most jurisdictions with a formal corporate statute — including the Canada Business Corporations Act, Ontario's Business Corporations Act, and equivalent provincial and state statutes — a written amalgamation agreement is a statutory requirement for a long-form amalgamation. Short-form amalgamations between a parent and its wholly owned subsidiaries typically require board resolutions rather than a full agreement, but the specific requirements vary by jurisdiction.\n",{"question":415,"answer":416},"What approvals are required before an amalgamation can close?","Typically: a special resolution approved by at least two-thirds of the shareholders of each amalgamating corporation, board resolutions from each entity, and any required regulatory approvals — including competition authority pre-merger notification if the transaction meets the relevant size thresholds. Depending on the industry, sector-specific approvals from financial regulators, securities commissions, or licensing bodies may also be required.\n",{"question":418,"answer":419},"What happens to employees when two companies amalgamate?","In most jurisdictions, the amalgamated corporation assumes all employment relationships of the predecessor corporations by operation of law. Employees generally continue on the same terms and conditions. The amalgamation itself does not constitute a termination of employment. However, if the business restructures after closing and eliminates roles, standard statutory and common-law notice requirements apply to any resulting terminations.\n",{"question":421,"answer":422},"Do I need a lawyer to complete an amalgamation agreement?","Yes, for virtually any amalgamation. The document triggers statutory processes, shareholder rights, regulatory filings, and successor liability — all of which have jurisdiction-specific requirements that a generic template cannot fully address. A template is a useful starting point for understanding the structure and prompting the right questions, but legal counsel should review and tailor the agreement before execution and manage the articles filing.\n",{"question":424,"answer":425},"What is a short-form amalgamation?","A short-form amalgamation is a simplified statutory process available when a parent corporation amalgamates with one or more of its wholly owned subsidiaries. Because there are no minority shareholders to protect, most statutes permit the transaction to be approved by the board of directors alone — no shareholder vote or amalgamation agreement is required. A directors' resolution and the filing of articles of amalgamation are typically sufficient.\n",{"question":427,"answer":428},"What are dissent rights and how do they affect an amalgamation?","Dissent rights are a statutory protection giving minority shareholders who object to an amalgamation the right to demand payment of fair value for their shares instead of accepting the share exchange ratio. The corporation must fund any dissent payouts from its own resources, which can affect the amalgamated corporation's opening cash position. Proper notice of dissent rights must be given to shareholders in the information circular — failure to do so can invalidate the shareholder vote.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","IP ownership consolidation across entities, assumption of SaaS subscription contracts with change-of-control review, and treatment of employee stock option plans across predecessor entities.",{"industry":435,"icon_asset_id":436,"specifics":437},"Professional Services","industry-professional-services","Partner or shareholder governance post-amalgamation, assumption of client engagement letters with professional liability carryover, and regulatory registration transfers for licensed professionals.",{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","OSFI, FCA, or SEC regulatory approval requirements, assumption of client account agreements, and capital adequacy obligations of the amalgamated entity under applicable financial institution statutes.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing","industry-manufacturing","Transfer of environmental permits and operating licenses, assumption of collective agreements and defined benefit pension obligations, and consolidation of supplier and distribution contracts.",[447,449,452,455],{"vs":237,"vs_template_id":238,"summary":448},"A share purchase agreement transfers ownership of a corporation by buying its shares — the target entity survives as a distinct legal person. An amalgamation eliminates both predecessor entities and creates a single new or continuing corporation. Share purchases are simpler for straightforward acquisitions; amalgamations are used when the parties want a fully unified corporate and balance-sheet structure.",{"vs":103,"vs_template_id":450,"summary":451},"asset-purchase-agreement-D12752","An asset purchase agreement transfers specified assets and liabilities from a seller to a buyer — unwanted liabilities can be excluded. An amalgamation transfers everything by operation of law, including all known and unknown liabilities. Asset purchases give buyers more control over what they assume; amalgamations are cleaner for combining related entities with no legacy liability concerns.",{"vs":230,"vs_template_id":453,"summary":454},"acquisition-agreement-D14","A merger and acquisition agreement is a broad commercial term covering share deals, asset deals, and statutory mergers. An amalgamation agreement is the specific statutory instrument used when two corporations combine under corporate law. The M&A agreement sets the commercial terms; the amalgamation agreement implements the statutory process required to effect the combination.",{"vs":116,"vs_template_id":456,"summary":457},"joint-venture-agreement-D127","A joint venture agreement creates a new co-owned entity or contractual arrangement for a specific project while both founding corporations remain independent. An amalgamation permanently combines the founding corporations into a single entity with no exit path short of dissolution. Use a joint venture when the parties want to collaborate but maintain separate legal identities; use an amalgamation when the goal is full and permanent consolidation.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Understanding the structure of an amalgamation agreement and preparing initial drafts for lawyer review","Free","2–4 hours to complete initial draft",{"best_for":464,"cost":465,"time":466},"Short-form parent-subsidiary amalgamations or simple two-party private company amalgamations with aligned shareholders","$1,500–$5,000 for legal review and articles preparation","2–4 weeks",{"best_for":468,"cost":469,"time":470},"Arm's-length amalgamations with minority shareholders, regulated industries, cross-border entities, or competition review thresholds","$5,000–$25,000+ depending on complexity and jurisdiction","6–16 weeks including regulatory approvals",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","In the US, the equivalent process is called a 'statutory merger' and is governed by each state's business corporation act — Delaware, New York, and California each have distinct requirements. Hart-Scott-Rodino pre-merger notification is required when transaction size exceeds approximately $119M (threshold adjusted annually). Some states require an appraisal remedy (equivalent to dissent rights) for objecting shareholders. Federal tax treatment depends on whether the transaction qualifies as a tax-free reorganization under IRC Section 368.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Amalgamation is explicitly governed by the Canada Business Corporations Act (CBCA) at the federal level and by provincial statutes such as Ontario's Business Corporations Act and the Business Corporations Act (British Columbia). A special resolution passed by at least two-thirds of shareholders in each class is required. Competition Act pre-merger notification thresholds apply when combined assets or revenue exceed $400M (2024 threshold). Quebec-incorporated entities must comply with the Business Corporations Act (Quebec) and French-language disclosure requirements.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","The UK equivalent is a 'merger' under the Companies Act 2006, implemented through a court-approved scheme of arrangement or a statutory merger procedure under Part 27 of the Act. The Competition and Markets Authority (CMA) reviews mergers where the combined UK turnover exceeds £70M or the merger creates or enhances a 25% share of supply. Post-Brexit, EU merger regulation no longer applies to UK transactions. Cross-border mergers with EU entities require separate filings in each relevant EU member state.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","EU-level merger control applies under the EU Merger Regulation when combined worldwide turnover exceeds €5B and EU-wide turnover of each of at least two parties exceeds €250M (or lower alternative thresholds apply). Member state corporate law governs the domestic amalgamation mechanics — Germany's Umwandlungsgesetz, France's Code de commerce, and similar statutes each have distinct procedural requirements. The EU Cross-Border Mergers Directive provides a harmonized framework for mergers between companies incorporated in different EU member states.",[493,238,234,494,495,496,497,498,499,500,501,502],"acquisition-agreement-D847","joint-venture-agreement-D889","adhesion-to-the-unanimous-shareholder-agreement-D848","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","certificate-of-corporate-resolution-D3","checklist-customer-due-diligence-D13916","term-sheet-D473","board-resolution-approving-unanimous-shareholders-agreement-D5153","articles-of-incorporation-D998",{"emit_how_to":187,"emit_defined_term":187},{"primary_folder":95,"secondary_folder":505,"document_type":506,"industry":507,"business_stage":508,"tags":509,"confidence":515},"equity-and-mergers","agreement","general","transition",[510,511,512,513,514],"m-and-a","legal","amalgamation","merger","corporate-restructuring",0.95,"\u003Ch2>What is an Amalgamation Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Amalgamation Agreement\u003C/strong> is a binding legal contract between two or more corporations that governs how they will combine into a single surviving legal entity. Upon the effective date, each amalgamating corporation ceases to exist as a separate legal person, and the amalgamated corporation automatically assumes all assets, liabilities, contracts, and legal proceedings of the predecessors by operation of law. The agreement sets out the terms that govern every aspect of this transition — from the share exchange ratio and treatment of outstanding equity instruments to the initial governance structure of the surviving entity and the regulatory approvals required before the transaction can close.\u003C/p>\n\u003Cp>Unlike a share purchase or asset purchase, an amalgamation produces complete structural consolidation: there is no target entity left standing, no separate subsidiary to manage, and no selective carve-out of liabilities. This makes it the preferred mechanism when two related businesses are combining permanently and the parties want a clean, unified corporate structure rather than a holding company with operating subsidiaries underneath.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted amalgamation agreement, the transaction has no legally enforceable framework — either party can walk away or renegotiate terms at any point before filing, and neither has an obligation to complete. Shareholder approval processes, regulatory filings, and third-party consent requirements all depend on having a signed agreement that specifies exactly what is being approved. Boards cannot pass authorizing resolutions, and registries will not accept articles of amalgamation, without the underlying agreement in place.\u003C/p>\n\u003Cp>The practical consequences of a poorly drafted or missing agreement extend well beyond closing. An amalgamated corporation that inherits undisclosed liabilities, loses key contracts due to overlooked change-of-control clauses, or faces shareholder dissent claims because dissent rights were improperly noticed will spend the first months of its existence in litigation rather than executing its combined business strategy. This template gives both parties a structured, clause-by-clause starting point that surfaces every critical issue — share exchange mechanics, governance deadlocks, longstop dates, and employee obligations — before lawyers are engaged, reducing drafting time and legal cost while ensuring nothing essential is missed.\u003C/p>\n",1781186036936]