```markdown
# MERGER AGREEMENT
This Merger Agreement ("Agreement") is made and entered into as of this [Insert Date], by and between:
**Company A**, a [State] corporation with its principal place of business at [Address] ("Company A"), and
**Company B**, a [State] corporation with its principal place of business at [Address] ("Company B").
Collectively referred to as the "Parties."
## RECITALS
WHEREAS, the Parties desire to merge their respective businesses to form a single entity;
WHEREAS, the Parties have agreed on the terms of the merger as set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
## ARTICLE I: MERGER
1.1 **Merger**
Subject to the terms and conditions of this Agreement, Company A shall merge with Company B (the "Merger"), and Company B shall be the surviving entity (the "Surviving Company"). The Merger shall be consummated in accordance with the applicable laws of the State of [Insert State].
1.2 **Effective Date**
The effective date of the Merger shall be the date on which the Certificate of Merger is filed with the Secretary of State (the "Effective Date").
## ARTICLE II: CONSIDERATION
2.1 **Consideration**
In exchange for the assets and liabilities of Company B, the shareholders of Company B shall receive shares of common stock of Company A on the basis of [Insert Exchange Ratio, e.g., "one (1) share of Company A for every two (2) shares of Company B"].
2.2 **Rights of Shareholders**
Upon the Effective Date, all shares of Company B shall be canceled and exchanged for the consideration described in Section 2.1 of this Agreement.
## ARTICLE III: REPRESENTATIONS AND WARRANTIES
3.1 **Representations and Warranties of Company A**
Company A represents and warrants to Company B that:
- A.1 Company A is duly organized, validly existing, and in good standing under the laws of [Insert State].
- A.2 Company A has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
3.2 **Representations and Warranties of Company B**
Company B represents and warrants to Company A that:
- B.1 Company B is duly organized, validly existing, and in good standing under the laws of [Insert State].
- B.2 Company B has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
## ARTICLE IV: COVENANTS
4.1 **Conduct of Business**
From the date of this Agreement until the Effective Date, each Party agrees to conduct their respective businesses in the ordinary course and not take any action that would materially affect any of the rights or obligations under this Agreement.
4.2 **Confidentiality**
The Parties agree to keep confidential any proprietary information disclosed during the negotiations and execution of this Agreement, except as required by law.
## ARTICLE V: TERMINATION
5.1 **Termination Rights**
This Agreement may be terminated:
- A. By mutual written consent of the Parties;
- B. By either Party if the Effective Date has not occurred on or before [Insert Date];
- C. If any fundamental conditions of the Merger cannot be satisfied or waived on or before the Effective Date.
## ARTICLE VI: MISCELLANEOUS
6.1 **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
6.2 **Entire Agreement**
This Agreement contains the entire agreement between the Parties related to the subject matter hereof and supersedes any prior agreements or understandings.
6.3 **Amendments**
This Agreement may only be amended or modified by a written instrument signed by both Parties.
6.4 **Severability**
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Merger Agreement as of the date first above written.
**COMPANY A**
By: ___________________________
Name: [Name]
Title: [Title]
Date: [Insert Date]
**COMPANY B**
By: ___________________________
Name: [Name]
Title: [Title]
Date: [Insert Date]
```
This document serves as a template for a merger agreement and should be customized to meet specific legal requirements and conditions pertaining to the entities involved. Always consult with a qualified attorney when drafting legal agreements.