Kentucky Corporation Merger Agreement and Approval Packet

KENTUCKY CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Kentucky domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a foreign or noncorporate constituent, parent-subsidiary short-form merger, regulated entity, public-company structure, conversion, share exchange, insolvent entity, or contested-control transaction.

Separate the records. Keep the negotiated Transaction Agreement, statutory Plan of Merger, board records, shareholder records, dissent materials, filed Articles of Merger, and filing evidence as distinct closing records.

1. Transaction Classification

Before drafting:

☐ Confirm both parties are active Kentucky domestic business corporations and reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, real property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every third-party, lender, landlord, regulatory, securities, antitrust, tax, labor, benefit-plan, privacy, and industry approval outside KRS Chapter 271B.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan of Merger and all required approvals, Merger Sub will merge into Target and Target will survive.

2.1 Consideration and capitalization

Schedule 2 states the authorized, issued, treasury, and outstanding shares of every class or series; treatment of every share and acquisition right; consideration; fractional-interest treatment; withholding; exchange mechanics; and option, warrant, award, and intercompany-share treatment.

2.2 Representations, covenants, and conditions

Use only representations selected and supported by disclosure schedules. State the knowledge and materiality standards, bring-down test, survival period, remedy, and fraud or nonwaivable-law treatment.

Schedules 3 and 4 state ordinary-course limits, consent rights, information access, confidentiality, financing cooperation, regulatory filings, employee communications, closing conditions, and deliveries. A contractual waiver never replaces mandatory corporate approval or filing.

2.3 Termination and remedies

Schedule 5 states the outside date, termination events, amendment authority, expenses, any fee, specific-performance position, survival, and consequences. No indemnity, liability cap, escrow, fee shift, or exclusive remedy applies unless expressly completed and reviewed.

3. Exhibit A — Plan of Merger

KRS § 271B.11-010 requires the Plan to identify each corporation and the survivor, the merger terms and conditions, the manner and basis for converting shares, and any survivor-articles amendment.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are the merging corporations. [TARGET] will survive.

2. Terms and conditions. [State all statutory and negotiated conditions.]

3. Share treatment.

4. Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.

5. Amendment / abandonment. [State authority, procedure, shareholder-protection limits, and filing consequence.]

6. Effective time. [State filing-time or permitted delayed-effective-time election.]

4. Approval Record

Each board adopts the Plan. Unless a valid exception or higher threshold applies, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast on the Plan. Give every shareholder meeting notice under KRS § 271B.7-050, state that merger consideration is a purpose, and include or summarize the Plan.

The survivor no-vote route requires unchanged articles except permitted board amendments, identical continuing shares, and separate 20% ceilings for voting shares and participating shares. Attach a signed memorandum proving every condition before using that route.

☐ Board resolutions, notices, delivery evidence, record dates, proxies, written actions, vote tabulations, and the approved Plan version are retained.

5. Dissent / Fair-Value Workflow

Classify each corporation and holder group under KRS § 271B.13-020 before sending approval materials. Rights may depend on whether shareholder approval is required, the holder may vote, the shares remain outstanding, and statutory market or consideration exceptions.

☐ Meeting or consent materials contain every required rights statement and statutory material.

☐ Pre-vote notices, no-favorable-vote conditions, post-effective notices, demands, payments, supplemental demands, and court dates are tracked outside the general closing calendar.

6. Articles of Merger

After approval, prepare Articles of Merger under KRS § 271B.11-050.

Do not place confidential disclosure schedules or unnecessary negotiated terms in the public filing.

7. Closing and Post-Closing

☐ Final Plan matches the board- and shareholder-approved version.

☐ Filed Articles are accepted and the effective time is independently confirmed.

☐ Consideration and exchange instructions are released only after closing conditions are satisfied.

☐ Dissent notices and payments are calendared.

☐ Contracts, permits, liens, accounts, tax, payroll, benefits, insurance, real estate, intellectual property, data, and foreign qualifications are transitioned.

☐ Stock ledger, minute books, beneficial-ownership records, and survivor capitalization are updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• Kentucky Legislature — KRS § 271B.11-010
• Kentucky Legislature — KRS § 271B.11-030
• Kentucky Legislature — KRS § 271B.11-050
• Kentucky Legislature — KRS § 271B.13-020