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Simple Merger Agreement Template for Nigeria

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Key Requirements PROMPT example:

Simple Merger Agreement

"I need a Simple Merger Agreement for the merger of two mid-sized Nigerian technology companies, with completion planned for March 2025, including specific provisions for software licensing and employee stock options."

Document background
The Simple Merger Agreement is a crucial document used in Nigerian corporate transactions where two companies intend to combine their operations and assets into a single entity. This document type is particularly relevant when the merger structure is relatively straightforward and doesn't involve complex international elements or multiple jurisdictional requirements. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act 2020, the Investment and Securities Act, and the Federal Competition and Consumer Protection Act. It typically includes essential provisions regarding asset transfer, share exchange or consideration, employee treatment, and regulatory compliance, while being simpler and more straightforward than agreements used in more complex mergers. The Simple Merger Agreement is commonly used in domestic Nigerian mergers, particularly for private companies or where the transaction structure is uncomplicated, though it still requires careful attention to local regulatory requirements and corporate governance standards.
Suggested Sections

1. Parties: Identification of the merging entities, including full legal names and registration details

2. Background: Recitals explaining the context and purpose of the merger

3. Definitions: Definitions of key terms used throughout the agreement

4. The Merger: Core terms of the merger, including the method of combination and resulting structure

5. Consideration: Details of the merger consideration, including any share exchange ratios or cash payments

6. Conditions Precedent: Conditions that must be satisfied before the merger can complete

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: The mechanics and timing of completion, including required actions and deliverables

9. Representations and Warranties: Standard representations and warranties from both parties

10. Employee Matters: Treatment of employees post-merger

11. Tax Matters: Key tax provisions and allocations of tax liabilities

12. Confidentiality: Provisions regarding confidential information

13. Announcements: Requirements for public announcements about the merger

14. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction

15. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

2. Anti-dilution Provisions: Include when share consideration is involved to protect against dilution

3. Regulatory Compliance: Include detailed section when the merger requires specific regulatory approvals (e.g., for regulated industries)

4. Material Adverse Change: Include when parties want specific provisions for dealing with significant adverse changes pre-completion

5. Integration Planning: Include when parties want to specify post-merger integration procedures

6. Intellectual Property: Include when IP assets are a significant component of the merger

7. Environmental Matters: Include when environmental liabilities are a significant concern

8. Competing Proposals: Include provisions regarding handling of competing offers when relevant

Suggested Schedules

1. Corporate Details: Full corporate information of both entities

2. Assets Schedule: Detailed list of assets included in the merger

3. Properties Schedule: Details of real estate and leasehold properties

4. Material Contracts: List and details of material contracts being transferred

5. Intellectual Property: Schedule of IP rights and registrations

6. Employee Information: Details of transferring employees and their terms

7. Completion Deliverables: List of documents and actions required at completion

8. Form of Board Resolutions: Template board resolutions for approval of the merger

9. Warranties: Detailed warranties given by each party

10. Disclosure Letter: Exceptions and qualifications to the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































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Relevant Industries

Banking and Financial Services

Manufacturing

Oil and Gas

Technology

Telecommunications

Real Estate

Consumer Goods

Healthcare

Agriculture

Transportation and Logistics

Energy

Construction

Mining

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Human Resources

Board Secretariat

Corporate Affairs

Operations

Strategy

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Operating Officer

Corporate Counsel

Legal Director

Company Secretary

Financial Director

Head of Mergers & Acquisitions

Risk Manager

Compliance Officer

Corporate Development Director

Investment Manager

Board Director

Managing Director

Integration Manager

Human Resources Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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