New Jersey Corporation Merger Agreement and Approval Packet

NEW JERSEY CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two New Jersey domestic for-profit corporations under N.J.S.A. 14A:10-1, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a consolidation, share exchange, 90%-owned subsidiary merger under N.J.S.A. 14A:10-5.1, indirect wholly-owned holding-company merger under N.J.S.A. 14A:10-3(6), foreign or other-business-entity constituent, nonprofit, professional or benefit-corporation issue, bank, insurer, regulated entity, conversion, insolvent entity, or contested-control transaction.

Keep four records separate. Maintain: (1) this negotiated Transaction Agreement; (2) the board-approved Plan of Merger; (3) each board and shareholder approval record; and (4) the executed and filed Certificate of Merger. New Jersey's official UMC-2 is a filing aid, not a substitute for the Plan or counsel's statutory review.

Dissent rights are transaction-specific. N.J.S.A. 14A:11-1 contains exchange-listing, 1,000-holder, consideration, survivor-no-vote, and certificate-of-incorporation rules. Do not state that every shareholder has a fair-value right.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active New Jersey domestic for-profit corporations and reconcile certificates of incorporation, amendments, bylaws, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm the transaction belongs under N.J.S.A. 14A:10-1 and is not a specialized route excluded above. If a foreign, other-entity, short-form, holding-company, regulated, or contested-control fact appears, stop and use the law and filing requirements governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, tax accounts, real property, intellectual property, data, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver the Certificate of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan, board and shareholder records, dissent materials, filed Certificate, and filing evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; shares, obligations, securities, cash, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-New-Jersey-corporation scope.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Covenants and conditions

Schedule 4 states the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required board action, shareholder approval, dissent procedure, or filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences. Coordinate any post-filing Plan amendment with N.J.S.A. 14A:10-4.1(3) before effectiveness.

Schedule 7 identifies any responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.6 Governing law and forum

New Jersey law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], New Jersey. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after New Jersey counsel reviews the claims and selected forum.

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must approve the same Plan under N.J.S.A. 14A:10-1.

PLAN OF MERGER

1. Constituents and survivor. The constituent corporations are [TARGET] and [MERGER SUB], each a New Jersey domestic corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE].

3. Share conversion. Each issued and outstanding share will remain outstanding, convert, exchange, or cancel exactly as follows:

4. Target certificate. Target's certificate of incorporation will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

6. Additional provisions. [Insert reviewed statutory provisions only. Keep confidential representations and indemnity schedules outside the Plan unless counsel determines otherwise.]

7. Amendment or abandonment. Before effectiveness, this Plan may be amended or abandoned only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, FILING, AND CONTRACT CONSEQUENCES].

8. Effective time. The merger will become effective: ☐ on filing; or ☐ at [DATE AND TIME], no more than 90 days after filing.

4. APPROVAL RECORD

4.1 Board approval

☐ Each board approved the same Plan and directed its submission to shareholders unless a documented statutory exception applies.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give written notice 20 to 60 days before the meeting to every record shareholder, voting or nonvoting. Include or accompany the notice with a copy or summary of the Plan and a brief, deadline-specific explanation of Chapter 11 dissent procedures for shareholders entitled to dissent.

For a corporation organized on or after January 1, 1969, approval ordinarily requires a majority of votes cast by shares entitled to vote and a majority of votes cast in each class vote. For a corporation organized before that date, the ordinary threshold is two-thirds of votes cast unless it validly adopted the majority rule under N.J.S.A. 14A:10-3(3). Apply any greater statutory or certificate requirement and analyze class voting under N.J.S.A. 14A:10-3(2).

4.3 Route B — written consents under N.J.S.A. 14A:5-6

For merger action, use either written consent of all shareholders or written consent of all shareholders entitled to vote plus the statutory advance notice to every other shareholder. Do not use the general minimum-vote consent rule for a merger. Check the certificate of incorporation for a contrary rule.

If dissent rights exist, the board fixes the tabulation date. The 60-day consent-counting limit, revocation rules, and minutes filing in N.J.S.A. 14A:5-6 apply.

Choose and document one notice route:

☐ Post-tabulation route. After the requisite consents are tabulated, promptly notify eligible nonconsenting shareholders. For a merger, give notice at least 20 days before proposed effectiveness. State the action, effective date, conditions, dissent right, and the deadline—20 days after notice or any longer period granted—to file written dissent.

☐ Advance-solicitation route. Solicit all voting shareholders and simultaneously notify all other shareholders entitled to meeting notice. Explain dissent rights and require written dissent before the tabulation date. Fix tabulation 20 to 60 days after mailing.

4.4 Target survivor no-vote exception

Do not omit Target shareholder approval merely because Target survives. Unless Target's certificate requires approval, attach a N.J.S.A. 14A:10-3(4) memorandum confirming every condition:

☐ The Plan makes no certificate amendment that New Jersey law requires shareholders to approve.

☐ Each pre-effective Target shareholder holds the same number of shares with identical designations, preferences, limitations, and rights immediately afterward.

☐ Post-merger voting shares plus voting shares issuable from merger securities, rights, and warrants do not exceed Target's pre-merger outstanding voting shares by more than 40%.

☐ Post-merger participating shares plus participating shares issuable from merger securities, rights, and warrants do not exceed Target's pre-merger outstanding participating shares by more than 40%.

For this analysis, voting shares vote unconditionally in director elections; participating shares participate without limitation in distributions. This exception applies only to Target and does not excuse Merger Sub's required approval.

5. NEW JERSEY DISSENT AND FAIR-VALUE WORKFLOW

5.1 Eligibility under N.J.S.A. 14A:11-1

Classify each corporation, class or series, and holder group. Unless the certificate provides otherwise, Chapter 11 excludes specified exchange-listed or 1,000-holder shares and specified consideration, and excludes survivor holders when their vote is not required under the statutory no-vote routes. A holder must dissent as to all beneficially owned shares for which the right exists.

5.2 Preserve rights and demand payment

Meeting route: before the shareholder vote, file written notice stating intent to demand payment if the merger occurs. Do not vote for the Plan.

Consent route: file written dissent within the applicable N.J.S.A. 14A:5-6(2)(b) or (c) period. Do not consent to the Plan.

Within 10 days after effectiveness, Target must notify each qualifying dissenter of the effective date by certified mail. Within 20 days after that mailing, the dissenter must make written demand for fair value. Within 20 days after demanding payment, a certificated holder must submit certificates for notation and return.

5.3 Financial information, agreement, and court calendar

No later than 10 days after the fair-value demand period expires, Target must mail each dissenter the financial statements specified in N.J.S.A. 14A:11-6(1). Target may include a same-price-per-share written offer for each class or series.

The agreement window ends 30 days after that 10-day period expires. If no agreement is reached, the shareholder may demand that Target commence a Superior Court action; that demand is due no later than 30 days after the agreement window expires. Target then has 30 days after receipt to commence. If Target does not, the shareholder may commence in Target's name no later than 60 days after Target's filing period expires.

N.J.S.A. 14A:11-8 through 14A:11-10 govern the valuation action, appraiser, judgment, interest, costs, and expenses. Do not promise a valuation, interest amount, fee award, cost allocation, or litigation result.

6. CERTIFICATE OF MERGER, FILING, AND EFFECT

6.1 Certificate checklist under N.J.S.A. 14A:10-4.1

After approval, execute a Certificate of Merger on behalf of each corporation stating:

☐ the exact name of Target and each merging corporation;

☐ the complete Plan of Merger;

☐ each shareholder-approval date;

☐ for each voting corporation and class or series, shares entitled to vote;

☐ for each voting corporation and class or series, shares voted for and against;

☐ if Target used N.J.S.A. 14A:10-3(4), board approval and why no Target shareholder vote was required; and

☐ any delayed effective time, no more than 90 days after filing.

Use the current official UMC-2 instructions as a filing checklist. Attach the Plan. Complete the service-of-process and tax-clearance items only after counsel applies the form instructions to the actual survivor and constituent facts.

6.2 Current posted filing fee

The Division of Revenue and Enterprise Services fee schedule accessed 2026-07-30 lists $75 for for-profit corporate amendments including mergers and consolidations. The official UMC-2 instructions also state a $75 statutory fee. Recheck the live fee page, form revision, filing channel, processing options, payment method, entity status, and tax-clearance requirements immediately before submission.

6.3 Effectiveness and statutory effect

Under N.J.S.A. 14A:10-4.1(2), the merger becomes effective on filing or at a stated later time no more than 90 days after filing.

Under N.J.S.A. 14A:10-6, the constituents become a single corporation; Merger Sub's separate existence ceases; its real and personal property vests in Target without further act or deed; Target assumes its obligations and liabilities; creditor rights, liens, and security interests are not impaired; pending claims and proceedings continue; and Target's certificate is amended as stated in the Plan.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved Plan and certificate amendment attachment

☐ Board records and shareholder meeting or N.J.S.A. 14A:5-6 consent records

☐ Target N.J.S.A. 14A:10-3(4) no-vote memorandum, if used

☐ Dissent eligibility analysis, notices, demands, certificates, financial statements, offers, and court calendar

☐ Executed Certificate of Merger, attached Plan, and UMC-2 checklist

☐ Filing receipt and effective-time evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• New Jersey Legislature — current unannotated statutes search
• New Jersey Division of Revenue — UMC-2 Certificate of Merger/Consolidation
• New Jersey Division of Revenue — current fee schedule

New Jersey merger, approval, consent, dissent, certificate, filing-fee, effectiveness, and successor-effect rules verified against current official sources on 2026-07-30. The official statute database reported current through P.L.2025, c.346 and J.R.22. Recheck session laws, filing instructions, form revision, and fees immediately before use.