Merger Agreement
(Short Form) (DE)


Summary

This Merger Agreement (Statutory Merger) (DE) form is appropriate for use as the short-form “back-end” merger in a two-step tender offer, in corporate reorganizations, or in other transactions in which the parties do not contemplate ongoing obligations beyond the merger itself. This form contains practical guidance, drafting notes, and optional clauses. This merger agreement contains a minimum of optional terms: it does not include representations and warranties, covenants or indemnification provisions and is intended to comply with the terms of the Delaware Merger Statute (8 Del. C. §251). For a more fulsome merger agreement appropriate for a standard third-party acquisition, see Agreement and Plan of Merger (Pro-Buyer) (DE) or Agreement and Plan of Merger (Pro-Seller) (DE)