Agreement and Plan of Merger
(Pro-Buyer) (Short Form) (TX)


Summary

This template is a short form merger agreement used for an all-cash reverse triangular merger under Texas law. It may be appropriate in transactions where a reduced set of provisions is sufficient, such as smaller transactions or where the parties wish to reduce negotiation. This template contains practical guidance, drafting notes, and an optional clause. This template is generally pro-buyer and is intended as a general drafting aid for smaller merger transactions under Texas law and will require modification according to the particular circumstances and intentions of the parties. This template assumes that the transaction will sign and close simultaneously. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary for a two-step transaction. This template also assumes: • The merger consideration will be all-cash. • The target corporation has issued shares of common stock and no other ...