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in this video lets compare the structure of a forward direct merger with the structure of an asset purchase transaction in a forward direct merger the target company merges with and into the buyer the buyer is the surviving company and takes over all the assets and liabilities of the target by operation of law the assets and liabilities of the target are commingled with the assets and liabilities of the buyer in a cash transaction the target shareholders receive cash consideration in exchange for giving up their shares in the target which is extinguished by the merger in a cash asset transaction the buyer purchases all or substantially all the assets belonging to the Target Corporation after the closing the buyer owns the purchased target assets and has taken over the assumed target liabilities the target uses the purchase price cash to pay off any remaining liabilities in the balance to cash out the target shareholders the target then dissolves now lets compare the post-closing str