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In contract law, an integration clause, merger clause, (sometimes, particularly in the United Kingdom, referred to as an entire agreement clause) [1] is a clause in a written contract which declares that contract to be the complete and final agreement between the parties. It is often placed at or towards the end of the contract.
A shareholder might claim that a transaction was a de facto non-merger to argue that certain non-merger provisions in the company's articles of incorporation should apply (such as special redemption rights), especially when those provisions might be more favorable to the shareholder than default statutory merger protection provisions (such as ...
The merger also refers to the doctrine whereby "a fee simple estate, once fragmented into present and future interests, can thereafter be reconstituted. 'Merger is the absorption of a lesser estate by a greater estate, and takes place when two distinct estates of greater and lesser rank meet in the same person or class of persons at the same time without any intermediate estate.' "[1 ...
A merger control regime is described as "mandatory" when filing of a transaction is compulsory. Mandatory regimes normally also contain a so-called "suspensory clause", which implies that the parties to a transaction are indefinitely prevented from closing the deal until they have received merger clearance.
The de facto merger doctrine states that courts will look to substance over form when determining whether statutory merger law applies to a company's shareholders.Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger.
The Instrument of Accession was a legal document first introduced by the Government of India Act 1935 and used in 1947 to enable each of the rulers of the princely states under British paramountcy to join one of the new dominions of India or Pakistan created by the Partition of British India.
A grandfather clause (or grandfather policy or grandfathering) is a provision in which an old rule continues to apply to some existing situations while a new rule will apply to all future cases. Those exempt from the new rule are said to have grandfather rights or acquired rights , or to have been grandfathered in .
(iv) force the vote provisions in merger agreements, and (v) agreements with major shareholders (voting agreements, agreements to sell shares or agreements to tender). In a stock lock-up, the bidder is able to either purchase 1) authorized but unissued shares of the major or controlling stockholder, or 2) the shares of one or more large ...