New Hampshire Corporation Merger Agreement and Approval Packet

NEW HAMPSHIRE CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing New Hampshire domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or eligible-entity constituents, short-form mergers, regulated entities, public-company structures, conversions, share exchanges, insolvency, and contested control.

Vote-rule gate. The ordinary meeting route uses a majority-of-entitled-votes quorum for each voting group and, if a quorum exists, approval when votes cast for the Plan exceed votes cast against, unless the articles require more. Do not import a majority-of-all-shares rule.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, options, warrants, awards, and board records.

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

☐ Identify all third-party, governmental, securities, antitrust, tax, labor, benefit-plan, privacy, and industry approvals.

2. Negotiated Transaction Agreement

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

Schedule 2 states capitalization, share treatment, consideration, fractional interests, withholding, exchange mechanics, and treatment of options, warrants, awards, and intercompany shares.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination events, expenses, remedies, and risk allocation. No indemnity, cap, escrow, fee shift, or exclusive remedy applies unless completed and reviewed.

3. Exhibit A — Plan of Merger

RSA 293-A:11.02 requires the Plan to state the parties and survivor, terms and conditions, share-conversion mechanics, survivor organizational documents or amendments, and any additional governing-law or organic-document requirements.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are New Hampshire business corporations. [TARGET] will survive.

2. Terms and conditions. [________________________________]

3. Share treatment.

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

5. Amendment limits. After shareholder approval, do not change consideration, survivor organic documents beyond permitted changes, or another term materially adverse to shareholders except as the approved Plan and law allow.

6. Effective time. [________________________________]

4. Approval Record

Each board adopts the Plan and submits it to shareholders unless an exception applies. Meeting notice goes to every shareholder, voting or nonvoting, states that the meeting will consider the Plan, and contains or summarizes the Plan and the survivor's existing or proposed organic documents.

Separate voting applies to converted or canceled classes and to article-amendment groups, subject to any valid articles limitation in RSA 293-A:11.04(g).

The survivor no-vote exception requires that the corporation survive, its articles remain unchanged except permitted amendments, and every pre-merger shareholder hold the same number of shares with identical preferences, limitations, and relative rights. New Hampshire's general survivor exception does not add a copied 20% issuance test.

☐ Any no-vote exception is supported by a signed statutory-condition memorandum.

5. Appraisal Workflow

Classify eligibility under RSA 293-A:13.02. In a merger, rights generally track required shareholder approval and voting entitlement, subject to continuing-share and statutory market, consideration, preferred-share, and interested-transaction rules.

☐ Approval materials state whether rights are, are not, or may be available and include the required statutory materials when rights are or may be available.

☐ Pre-vote objections, no-favorable-vote conditions, post-effective appraisal notice, demand form, payments, supplemental demands, and court dates are calendared under RSA 293-A:13.20 through 13.31.

6. Articles of Merger

After approval, prepare Articles of Merger under RSA 293-A:11.06 and current Secretary of State Form 49.

Confirm the current form, submission method, and fee immediately before filing.

7. Closing and Post-Closing

☐ Final Plan matches the approved version.

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

☐ Consideration, dissent notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• New Hampshire General Court — RSA Chapter 293-A
• New Hampshire Secretary of State — domestic and foreign corporation forms and fees