Agreement and Plan of Merger
(Private Target) (Pro-Seller) (DE)

This template is an Agreement and Plan of Merger (Private Target) (Pro-Seller) (DE) for use in an all cash reverse triangular merger between a private company target and a private company buyer. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. A merger transaction involves the combination of two business entities and is typically structured as (1) a direct merger, in which the target merges with and into the acquiring party, (2) a forward triangular merger, in which the target merges with and into a newly formed subsidiary of the acquiring party, or (3) a reverse triangular merger, in which a newly formed subsidiary of the acquiring party merges with and into the target. The merger itself is governed by applicable state law and typically involves the filing of a certificate of merger with the relevant secretary of state (or equivalent). In a two-step merger, which is uncommon in a private-target transaction, the acquiring company ...