Amendment to Merger Agreement

Summary

This amendment to merger agreement template provides a framework for the amendment of an existing merger agreement. This template contains practical guidance, drafting notes, and an optional clause. The most common reason to amend a merger agreement is to extend the drop-dead date if there have been delays in the transaction, but amendments can cover other revisions such as to the merger consideration, terms of an earn-out, or address any event after the signing that affects the terms of the transaction. Counsel should consult the amendment provision of the underlying merger agreement to establish the requirements for amendment. For examples of underlying Merger Agreements, see Agreement and Plan of Merger (Private Target) (Pro-Buyer) (DE), Agreement and Plan of Merger (Private Target) (Pro-Seller) (DE), Agreement and Plan of Merger (Public Target, One Step, Cash) (Pro-Buyer) (DE) and Agreement and Plan of Merger (Public Target, One Step, Cash) (Pro-Seller) (DE).