{"id":9045,"date":"2018-04-30T12:23:28","date_gmt":"2018-04-30T06:53:28","guid":{"rendered":"https:\/\/enterslice.com\/learning\/?p=9045"},"modified":"2019-06-17T11:15:55","modified_gmt":"2019-06-17T05:45:55","slug":"amalgamation-agreement","status":"publish","type":"post","link":"https:\/\/enterslice.com\/learning\/amalgamation-agreement\/","title":{"rendered":"\u00a0Sample Format of Amalgamation Agreement"},"content":{"rendered":"

 <\/strong>Sample Format of Amalgamation Agreement<\/strong><\/h2>\n

 <\/strong>An amalgamation agreement is defined as an arrangement whereby the assets or liabilities of two or more companies become vested in, or under the control of one company, which may or may not be one of the original two companies.<\/p>\n

It is an arrangement or agreement between two or more companies to amalgamate or strengthen their business activities by establishing a new business having a separate entity.<\/p>\n

Amalgamation may take place between two or more small companies, a holding and its wholly-owned subsidiary company or such other class or classes of companies<\/p>\n

An amalgamation is effected by the Shareholders<\/a> of one or both of the amalgamation companies exchanging their shares either voluntarily or as a result of the operation of law, for shares in the other or a third company. The arrangement is frequently effected by means of a takeover offer by one of the companies for the shares of the other, or of a takeover offer by a third company for the shares of both.<\/p>\n

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Download AMALGAMATION Agreement Format<\/div>\n<\/div>\n
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You can also download AMALGAMATION Agreement Format in the PDF formats.<\/strong><\/div>\n
Download PDF<\/a><\/div>\n<\/div>\n<\/div>\n

 <\/strong>What are the Arties in Amalgamation Agreement?<\/strong><\/h2>\n

In an amalgamation agreement, there are two parties namely:-<\/em><\/strong><\/p>\n

Amalgamating Companies:<\/strong><\/h2>\n

Those two or more companies which agree to combine their business in one or to carry on their business activity jointly.<\/p>\n

Amalgamated Company <\/strong><\/h2>\n

That resultant company which has formed from the combination of two or more amalgamating companies. It has a separate legal existence from the amalgamating companies.<\/p>\n

 <\/strong>What are the Important Elements of Amalgamation Agreement?<\/strong><\/h2>\n
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  1. Definitions <\/strong><\/li>\n<\/ol>\n

    Unless otherwise defined in this agreement, the terms defined in this agreement have the same meaning in this agreement:<\/p>\n

    “AGREEMENT”,<\/strong> means this Amalgamation agreement amended from time to time.<\/p>\n

    “ARTICLE” <\/strong>means AOA of the Company, as amended from time to time.<\/p>\n

    “BOARD”<\/strong> means a group of Directors of the Company as established from time to time.<\/p>\n

    “REGISTRAR”<\/strong> means the registrar of Companies<\/a> duly incorporated under the act.<\/p>\n

    “PARTIES”<\/strong> means the parties to this Agreement; and<\/p>\n

    “EFFECTIVE DATE” <\/strong>means the effective date of the agreement.<\/p>\n

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    1. Financials of Previous years<\/strong><\/li>\n<\/ol>\n

       <\/strong>The parties must be concerned about the financial and historical backgrounds of the companies as well the projects that must be targeted for future. Companies must have checked the financial performance of at least last 3 financial years all the amalgamating companies.<\/p>\n

      Financial statements must disclose the real picture of the company.<\/p>\n

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      1. Technology\/Intellectual Property<\/a><\/strong><\/li>\n<\/ol>\n

         <\/strong>Companies must be interested in the extent and quality of the existing technologies of the target companies and the intellectual property of the company; like<\/p>\n