Common Contracts
1 similar Merger Agreement contracts
CORPORATE REORGANIZATIONS: "A" reorganization: merger agreement--two corporations--receipt of cash and warrants (boot) by Stephen E. PigottMerger Agreement • August 3rd, 2020
A statutory merger or consolidation, which by definition qualifies as an "A" reorganization, can often provide greater flexibility than another structure which meets the test of one of the other qualifying reorganizations. Thus, in a "B" reorganization, the acquiring corporation must issue only its voting stock to the shareholder-transferors (see comment on Form 16.08). Similarly, in a "C" reorganization, which from a practical viewpoint has the effect of a merger, the acquiring corporation must issue only its voting stock for at least 80% of the fair market value of the properties of the transferor corporation (see comment on Form 16.13). To the extent that the "B" and "C" type reorganization require that the stock or property acquisition be in exchange "solely" for voting stock, they are more restrictive than the "A" type reorganization. In this latter type of reorganization, there is no restriction on the class of stock or securities that may be issued by the surviving corporation i
