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Contract Merger
"I need a Contract Merger document under Nigerian law for combining two fintech companies, with specific provisions for Central Bank of Nigeria compliance and data protection requirements, targeted for completion by March 2025."
1. Parties: Identification of the merging entities, including full legal names, registration numbers, and registered addresses
2. Background: Context of the merger, including brief description of each company's business and rationale for the merger
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Agreement to Merge: Core terms of the merger, including the structure (e.g., absorption or consolidation) and effective date
5. Consideration: Details of the merger consideration, including share exchange ratios or cash payments
6. Conditions Precedent: Conditions that must be satisfied before the merger can complete, including regulatory approvals
7. Pre-Completion Obligations: Obligations of each party between signing and completion, including conduct of business requirements
8. Completion Mechanics: Detailed process for completion, including timing, location, and actions required
9. Representations and Warranties: Statements of fact and assurances given by each party about their business and affairs
10. Employee Matters: Treatment of employees post-merger, including terms of employment and benefits
11. Assets and Liabilities: Treatment of assets and liabilities of the merging entities
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Confidentiality: Obligations regarding confidential information and announcements
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tax Provisions: Detailed tax treatment and allocations - include when tax implications are significant or complex
2. Intellectual Property: Specific provisions for IP transfer and protection - include when significant IP assets are involved
3. Real Estate: Specific provisions for real estate transfer - include when significant property assets are involved
4. Competition Compliance: Detailed competition law compliance provisions - include when merger requires FCCPC approval
5. Break Fee: Provisions for break fee payment - include when parties agree to break fee arrangements
6. Foreign Investment Provisions: Specific provisions relating to foreign investment - include when foreign entities are involved
7. Regulatory Compliance: Industry-specific regulatory compliance - include for regulated industries like banking or insurance
1. Schedule 1 - Properties: List and details of all real estate owned or leased by the merging entities
2. Schedule 2 - Intellectual Property: List of all IP rights owned or licensed by the merging entities
3. Schedule 3 - Material Contracts: List and details of all material contracts to be transferred
4. Schedule 4 - Employees: List of employees and their key terms of employment
5. Schedule 5 - Share Capital: Details of share capital structure and shareholders of merging entities
6. Schedule 6 - Completion Actions: Detailed list of actions required at completion
7. Schedule 7 - Warranties: Detailed warranties given by each party
8. Appendix A - Form of Transfer Instruments: Pro forma transfer documents required for completion
9. Appendix B - Corporate Authorizations: Forms of board and shareholder resolutions required
10. Appendix C - Regulatory Filings: Forms of required regulatory notifications and filings
Authors
Affiliate
Agreement
Applicable Law
Assets
Board
Business
Business Day
CAMA
CAC
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Corporate Authorizations
Disclosed
Disclosure Letter
Effective Date
Encumbrance
FCCPC
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
ISA
Liabilities
Long Stop Date
Material Adverse Change
Material Contracts
Merger
Merger Entity
Naira
Ordinary Course of Business
Parties
Permits
Properties
Regulatory Approvals
Representations and Warranties
SEC
Share Capital
Shareholders
Subsidiaries
Tax
Transaction Documents
Transfer
Valuation Report
Working Capital
Merger Agreement
Consideration
Conditions Precedent
Pre-completion Obligations
Completion Mechanics
Post-completion Obligations
Share Transfer
Asset Transfer
Liability Transfer
Employee Matters
Intellectual Property
Real Property
Business Integration
Financial Arrangements
Tax Matters
Representations and Warranties
Indemnification
Regulatory Compliance
Competition Law Compliance
Corporate Governance
Shareholder Rights
Board Composition
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Force Majeure
Termination
Break Fee
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs
Third Party Rights
Banking and Financial Services
Manufacturing
Technology
Telecommunications
Real Estate
Energy and Natural Resources
Healthcare
Retail and Consumer Goods
Agriculture
Transportation and Logistics
Professional Services
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Human Resources
Compliance
Risk Management
Board Secretariat
Operations
Strategy
Mergers & Acquisitions
Corporate Communications
Investor Relations
Tax
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Managing Director
Corporate Secretary
Head of Mergers & Acquisitions
Legal Counsel
Finance Director
Human Resources Director
Integration Manager
Compliance Officer
Risk Manager
Board Member
Company Secretary
Investment Banker
Corporate Development Manager
Find the exact document you need
Contract Merger
A Nigerian law-governed agreement establishing the terms and conditions for merging two or more companies into a single entity, ensuring compliance with CAMA 2020 and other relevant regulations.
Merger Implementation Agreement
A Nigerian law-governed agreement setting out the terms and mechanics for implementing a merger between two or more companies.
Letter Of Intent Mergers And Acquisitions
A preliminary document under Nigerian law outlining the proposed terms and conditions for an M&A transaction, establishing the framework for negotiation and due diligence.
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