Merger Agreement - Alabama

ALABAMA CORPORATION MERGER AGREEMENT

Transaction Agreement and Statutory Plan of Merger

Use limitation: This document assumes a negotiated merger involving at least one Alabama corporation under the Alabama Business Corporation Law. It does not replace the statement of merger delivered to the Alabama Secretary of State. Confirm every constituent organization's governing statute, organizational documents, required approvals, tax treatment, regulatory consents, and current filing instructions before closing.

1. PARTIES AND TRANSACTION STRUCTURE

This Merger Agreement and Plan of Merger (the “Agreement”) is dated [__/__/____] and is entered into by:

• [ALABAMA CORPORATION NAME], an Alabama corporation, Alabama entity ID [________________] (“Company”);
• [OTHER CONSTITUENT NAME], a [TYPE OF ORGANIZATION] organized under the laws of [JURISDICTION], entity ID [________________] (“Merger Party”); and
• [PARENT OR OTHER SIGNATORY, IF ANY], a [TYPE/JURISDICTION] organization (“Parent”).

The Company and Merger Party are the “Constituent Organizations.” [SURVIVING ORGANIZATION NAME], a [TYPE/JURISDICTION] organization, will be the “Surviving Organization.”

1.1 Structure

At the Effective Time:

☐ Merger Party will merge with and into Company, and Company will survive.

☐ Company will merge with and into Merger Party, and Merger Party will survive.

☐ A new [TYPE OF ORGANIZATION] will be created by the merger and will survive.

☐ Other structure: [____________________________________________________________].

1.2 Governing-Statute Gate

The parties shall not close unless counsel confirms that each Constituent Organization's governing statute authorizes the merger, the merger is not prohibited by the law of any governing jurisdiction, and each Constituent Organization has complied with its governing statute. See Ala. Code § 10A-2A-11.02(a).

2. STATUTORY PLAN OF MERGER

This Agreement is intended to serve as the written plan of merger required by Ala. Code § 10A-2A-11.02(b).

2.1 Constituent Organizations

2.2 Surviving Organization

2.3 Organizational Documents

☐ The Surviving Organization already exists. The amendments to its public organizational document are attached as Exhibit A, and its post-closing bylaws or other internal organizational documents are attached as Exhibit B.

☐ The Surviving Organization will be created by the merger. Its organizational documents are attached as Exhibit A.

☐ No public organizational-document amendment is made by the merger.

2.4 Conversion of Stock and Other Interests

At the Effective Time, each outstanding share or eligible interest identified below will be converted, exchanged, or cancelled as follows:

Fractional interests will be handled as follows: [________________________________________].

Treasury shares and interests owned by [PARENT / MERGER PARTY / COMPANY] will be: [CANCELLED / CONVERTED AS DESCRIBED].

The plan may use cash, property, rights, securities, stock, eligible interests, or a combination and may cancel interests as permitted by Ala. Code § 10A-2A-11.02(c).

2.5 Objectively Ascertainable Terms

Any plan term dependent on facts outside this Agreement must identify the objective source and method of determination:

3. APPROVALS

3.1 Board Approval

Each Alabama constituent corporation shall first obtain adoption of the plan by its board of directors. Board resolutions are attached as Exhibit C. Any board condition on stockholder approval or effectiveness must be stated in those resolutions and in this Agreement. See Ala. Code § 10A-2A-11.04(a), (c).

3.2 Stockholder Approval

Unless a verified statutory exception applies, each Alabama constituent corporation shall submit the plan to its stockholders.

Approval status:

☐ Approval at a meeting with a quorum: a majority of all votes entitled to be cast on the plan approved the plan.

☐ Approval by lawful written consent under the governing documents and applicable law.

☐ Stockholder approval is not required under Ala. Code § 10A-2A-11.04(h); the corporation survives, its certificate of incorporation is unchanged except as permitted by § 10A-2A-10.05, and each existing stockholder holds the same number of shares with identical rights immediately after the merger.

☐ The transaction follows the offer-and-merger route in Ala. Code § 10A-2A-11.04(j). Attach a counsel-approved compliance schedule addressing every condition in subsection (j).

☐ The transaction is a parent-subsidiary or sibling merger under Ala. Code § 10A-2A-11.05. Attach evidence that the parent owns stock carrying at least 90% of the voting power of every voting class and series and a schedule addressing required parent approvals and the post-effective notice.

3.3 Voting Groups and Personal Liability

Counsel shall identify every class or series entitled to vote separately under Ala. Code § 10A-2A-11.04(f), the certificate of incorporation, or another applicable provision.

No stockholder will receive new personal liability because of the merger unless that stockholder separately consents as required by Ala. Code § 10A-2A-11.04(i).

3.4 Meeting Notice Package

If approval occurs at a meeting, the notice package must go to every stockholder, including nonvoting stockholders; state that consideration of the plan is a purpose of the meeting; and contain or accompany the plan or a summary. Include the organizational documents required by Ala. Code § 10A-2A-11.04(d).

4. CLOSING AND STATEMENT OF MERGER

4.1 Closing Conditions

The parties' obligations to close are conditioned on:

• adoption and approval of this plan under each governing statute and organizational document;
• receipt of the consents listed in Schedule 4.1;
• absence of an order legally prohibiting the merger;
• completion of the consideration and exchange arrangements in Schedule 2.4;
• delivery of the certificates, opinions, resignations, and other items in Schedule 4.1; and
• readiness of a compliant statement of merger for filing.

Any condition that may be waived must identify who may waive it and whether a stockholder reapproval is required.

4.2 Statement of Merger

After approval, each required party shall sign a statement of merger containing the information required by Ala. Code § 10A-2A-11.06(a), including:

• the name, organization type, principal-office mailing address, governing jurisdiction, and state-assigned ID of each Constituent Organization;
• the corresponding information for the Surviving Organization and whether it is created by the merger;
• the merger's effective date under the Surviving Organization's governing statute;
• any required public organizational document or amendment;
• a statement that each Constituent Organization approved the merger as its governing statute requires;
• the Alabama corporation's stockholder-approval statement, including separate voting groups, or a statement that stockholder approval was not required;
• an address for service purposes if the survivor is a foreign organization not authorized in Alabama; and
• a statement that the Surviving Organization will furnish the plan without cost to an owner of a Constituent Organization on request.

The authorized filing party shall deliver the statement of merger to the Alabama Secretary of State. A foreign-organization merger becomes effective at the later time described in Ala. Code § 10A-2A-11.06(e).

4.3 Effective Time

The “Effective Time” is [TIME] on [__/__/____], or the other effective time established by the filed statement of merger and applicable governing statutes.

4.4 Real-Property Records

If a Constituent Organization owns Alabama real property, counsel shall decide whether to record a certified copy of the statement of merger in the probate-office real-estate records under Ala. Code § 10A-2A-11.06(g). Lack of that recording does not affect the Surviving Organization's statutory title.

5. EFFECT OF MERGER

At the Effective Time, to the extent provided by Ala. Code § 10A-2A-11.07 and the plan:

• the Surviving Organization continues or comes into existence;
• each nonsurviving Constituent Organization ceases to exist as a separate entity;
• property and contract rights vest in the Surviving Organization without a separate transfer, reversion, or impairment;
• debts, obligations, and liabilities become those of the Surviving Organization without impairing creditor rights or liens;
• pending proceedings continue, with substitution of the survivor's name permitted but not required;
• the plan's terms, conversions, cancellations, and organizational-document changes take effect; and
• former holders receive only the plan rights and any applicable appraisal rights.

The parties shall not describe the merger as eliminating liabilities, creditor rights, liens, pending claims, or appraisal rights.

6. REPRESENTATIONS AND DISCLOSURE SCHEDULES

Each representation must be tailored and supported by a disclosure schedule. No representation survives, expires, or creates post-closing recourse unless this Agreement expressly says so.

6.1 Company Representations

Subject to Schedule 6.1, Company represents as of [SIGNING / CLOSING] that:

• it is duly formed and its governing documents are the documents delivered to the other parties;
• it has authorized this Agreement as described in Article 3;
• its capitalization is accurately stated in Schedule 6.1(c);
• execution and closing do not violate identified governing documents, material contracts, or orders, except as disclosed;
• its financial statements and identified liabilities are described in Schedule 6.1(e);
• material litigation, taxes, employees, benefits, intellectual property, permits, privacy matters, environmental matters, and related-party transactions are disclosed in the applicable schedule; and
• broker or finder obligations are disclosed in Schedule 6.1(k).

6.2 Other-Party Representations

Merger Party and Parent make the representations listed in Schedule 6.2, including authority, capitalization where consideration includes equity, funding, regulatory status, conflicts, litigation challenging the transaction, and broker obligations.

6.3 No Implied Legal Conclusion

A representation that an agreement is “enforceable,” that all laws are satisfied, or that no consent is required must be limited by stated assumptions, exceptions, materiality standards, and the disclosure schedules.

7. PRE-CLOSING COVENANTS

7.1 Ordinary-Course Operations

From signing through Closing, Company shall operate under the specific covenants in Schedule 7.1. Any consent right must state a response deadline, permitted withholding standard, emergency exception, and consequence of silence.

7.2 Access and Confidentiality

Access to personnel, records, facilities, and data is subject to applicable privilege, privacy, antitrust, safety, and contractual restrictions. Existing confidentiality obligations remain in effect.

7.3 Regulatory and Third-Party Consents

The responsible party, filing, deadline, cooperation standard, cost allocation, and limits on required concessions are stated in Schedule 7.3.

7.4 Stockholder Materials and Appraisal Notices

Company shall prepare the stockholder notice and appraisal materials described in Articles 3 and 9. Nothing in this Agreement shortens a statutory period or excuses delivery of Article 13 when required.

8. TERMINATION, AMENDMENT, AND ABANDONMENT

8.1 Termination Events

Before the Effective Time, this Agreement may be terminated only:

☐ by mutual written agreement of [AUTHORIZED PARTIES];

☐ by [PARTY] if the Closing has not occurred by [__/__/____], subject to [FAULT / EXTENSION TERMS];

☐ for a specified uncured breach under the notice and cure provisions in Schedule 8.1;

☐ if a final nonappealable order prohibits Closing; or

☐ under another negotiated trigger stated here: [____________________________________].

8.2 Contractual Consequences

The consequences of a pre-effective failure to perform, failure to satisfy conditions, or failure to consummate the merger are:

[TERMINATION FEE, REVERSE TERMINATION FEE, EXPENSE REIMBURSEMENT, SPECIFIC PERFORMANCE, DAMAGES, OR OTHER NEGOTIATED TERMS].

Ala. Code § 10A-2A-11.02(d)(1), as amended in 2025, permits a plan to specify penalties or consequences for identified pre-effective failures, including amounts based on lost merger premium or economic entitlement, and permits an entitled corporation to enforce and retain a required payment. This clause does not select an amount, prove enforceability under every other law, or eliminate the need for tailored drafting.

8.3 Amendment

Any amendment requires the consent of each Constituent Organization unless the plan provides otherwise. After stockholder approval, any change to consideration, specified survivor organizational documents, or another term materially adverse to stockholders must be resubmitted for the approval required by Ala. Code § 10A-2A-11.02(f).

8.4 Abandonment

Before the statement of merger becomes effective, an Alabama corporation may abandon the plan under the plan's procedures or, if none are stated, in the manner determined by its board. If the statement has already been delivered for filing, all parties that signed it must sign and timely file the statement of abandonment required by Ala. Code § 10A-2A-11.08(b).

9. ALABAMA APPRAISAL-RIGHTS WORKFLOW

Do not improvise these notices or dates. Counsel must determine whether appraisal rights are available, unavailable, or uncertain under Ala. Code § 10A-2A-13.02, including its market-out, consideration, interested-transaction, certificate-of-incorporation, and preferred-stock rules.

9.1 Initial Notice

For a transaction submitted to a meeting vote, the meeting notice must state the corporation's conclusion about appraisal-right availability. If rights are or may be available, include a copy of Article 13. Written-consent and parent-subsidiary transactions have separate notice rules. Required financial statements or reasonably equivalent information and the latest interim statements must accompany the notice unless validly waived. See Ala. Code § 10A-2A-13.20.

9.2 Stockholder Preservation Steps

For a meeting vote, a stockholder seeking appraisal must deliver written notice of intent before the vote and must not vote the affected stock in favor. Different preservation rules apply to written consent and the offer-and-merger route. Failure to satisfy the applicable rule eliminates Article 13 payment rights. See Ala. Code § 10A-2A-13.21.

9.3 Post-Effective Appraisal Notice

No earlier than effectiveness and no later than 10 days afterward, deliver the appraisal notice and form to eligible stockholders. The form-response deadline must be 40 to 60 days after the notice is sent; the withdrawal deadline must fall within 20 days after that response deadline. Include the corporation's fair-value estimate and a copy of Article 13. See Ala. Code § 10A-2A-13.22.

9.4 Perfection, Payment, and Dispute

• The stockholder must timely return the signed form and deposit certificated stock as instructed. A perfected holder loses ordinary stockholder rights unless the holder timely withdraws. Ala. Code § 10A-2A-13.23.
• Except for after-acquired stock, the corporation must pay its cash fair-value estimate plus interest within 30 days after the form deadline, with the required financial and further-demand information. Ala. Code § 10A-2A-13.24.
• Apply the separate notice, acceptance, and payment rules for after-acquired stock under Ala. Code § 10A-2A-13.25.
• A dissatisfied stockholder must state a fair-value estimate and demand further payment within 30 days after receiving the payment or offer. Ala. Code § 10A-2A-13.26.
• If the demand remains unsettled, the corporation must commence the appraisal proceeding within 60 days after receiving it or pay the demanded amount plus interest. The designated court—or the circuit court identified by § 10A-2A-13.30(b)—has plenary and exclusive jurisdiction, and there is no jury trial in that appraisal proceeding.
• Costs and party expenses are allocated under the standards in Ala. Code § 10A-2A-13.31; the statute does not create an automatic prevailing-party fee rule for ordinary contract litigation.

9.5 Compliance Calendar

10. POST-CLOSING MATTERS AND RISK ALLOCATION

10.1 Consideration Administration

[EXCHANGE AGENT / SURVIVING ORGANIZATION] shall administer surrender, book-entry conversion, lost certificates, withholding, fractional interests, unclaimed consideration, and escheat under Schedule 10.1.

10.2 Indemnification and Other Recourse

No post-closing indemnity is created unless Schedule 10.2 identifies the indemnifying persons, beneficiaries, covered claims, exclusions, procedures, survival periods, baskets, caps, insurance, escrow or holdback, fraud standard, and exclusive-remedy terms. The Surviving Organization's statutory assumption of constituent liabilities is not itself a buyer indemnity for pre-closing operations.

10.3 Directors, Officers, Employees, and Benefits

Post-closing governance, indemnification, insurance, employment, severance, retention, and benefit obligations are stated in Schedule 10.3 and remain subject to applicable law and plan terms.

10.4 Tax Treatment

Intended tax treatment: [________________________________________________________].

No party relies on this template as a tax opinion. Tax representations, covenants, reporting, withholding, allocation, and cooperation obligations must be stated in Schedule 10.4.

11. GENERAL PROVISIONS

11.1 Governing Law

This Agreement is governed by Alabama law, without selecting a rule that would defeat a mandatory governing statute of another Constituent Organization.

11.2 Forum

Contract proceedings may be brought in [IDENTIFIED ALABAMA STATE OR FEDERAL COURT], subject to subject-matter jurisdiction and enforceability. A statutory appraisal proceeding must be brought in the court specified by Ala. Code § 10A-2A-13.30(b).

11.3 Notices

Contract notices must be delivered to the addresses and by the methods in Schedule 11.3. Statutory stockholder, filing, and appraisal notices must separately comply with applicable law.

11.4 Assignment

No assignment relieves a party of obligations or changes a Constituent Organization, the Surviving Organization, consideration, approvals, or filing information without a compliant plan amendment and any required reapproval.

11.5 Entire Agreement; Schedules

This Agreement, its exhibits, schedules, and incorporated transaction documents state the parties' agreement. Under Ala. Code § 10A-2A-11.02(g), disclosure letters and schedules contemplated by the plan need not be attached when the plan is approved, but they must be completed, delivered, and controlled as the parties' agreement requires.

11.6 Severability and Waiver

Severability or waiver does not validate a defective statutory plan, approval, filing, appraisal notice, or mandatory term. A waiver applies only to the identified contractual requirement and transaction.

11.7 Counterparts and Electronic Process

The parties may sign counterparts and use a lawful electronic process. Confirm any separate Secretary of State filing and signature requirements at filing.

12. EXECUTION

COMPANY

[ALABAMA CORPORATION NAME]

By: ____________________________________
Name: [________________________________]
Title: [_________________________________]
Date: [__/__/____]

MERGER PARTY

[OTHER CONSTITUENT NAME]

By: ____________________________________
Name: [________________________________]
Title: [_________________________________]
Date: [__/__/____]

PARENT OR OTHER SIGNATORY

[PARENT / OTHER PARTY NAME]

By: ____________________________________
Name: [________________________________]
Title: [_________________________________]
Date: [__/__/____]

EXHIBIT AND SCHEDULE INDEX

• Exhibit A: Surviving Organization public organizational document or amendment
• Exhibit B: Post-closing bylaws or internal organizational documents
• Exhibit C: Board resolutions
• Schedule 2.4: Conversion and consideration mechanics
• Schedule 3: Stockholder and voting-group approvals
• Schedule 4.1: Closing conditions and deliveries
• Schedules 6.1 and 6.2: Representations and disclosures
• Schedule 7: Pre-closing covenants and consents
• Schedule 8: Termination consequences
• Schedule 9: Appraisal notices, forms, financial information, and calendar
• Schedule 10: Post-closing recourse, governance, employee, insurance, and tax terms
• Schedule 11.3: Contract notices

OFFICIAL SOURCES VERIFIED

• Code of Alabama § 10A-2A-11.01
• Code of Alabama § 10A-2A-11.02
• Code of Alabama § 10A-2A-11.04
• Code of Alabama §§ 10A-2A-11.05 through 10A-2A-11.08
• Code of Alabama § 10A-2A-13.02
• Code of Alabama §§ 10A-2A-13.20 through 10A-2A-13.26
• Code of Alabama §§ 10A-2A-13.30 and 10A-2A-13.31
• Alabama Act 2025-281 (H.B. 200 enrolled)

Official Code text was retrieved from the Alabama Legislature's public GraphQL service on July 30, 2026. Verify the live Code, filing instructions, and transaction-specific approvals immediately before signing and filing.