The Merger Implementation Agreement is a crucial document used in Nigerian corporate transactions to formalize and execute the combination of two or more companies. It serves as the primary agreement governing how a merger will be carried out, ensuring compliance with Nigerian regulatory requirements, particularly under the Federal Competition and Consumer Protection Act 2018 and the Companies and Allied Matters Act 2020. This document is essential when companies are pursuing a merger that requires detailed implementation steps, regulatory approvals, and specific completion mechanics. It typically includes comprehensive provisions on pre-completion obligations, conditions precedent, completion requirements, warranties, and post-merger integration procedures. The agreement is particularly important in the Nigerian context where regulatory oversight of mergers is significant and multiple government agencies may need to approve the transaction.

1. Parties: Identification of the merging entities and any parent companies who are parties to the agreement

2. Background: Context of the merger and brief description of the transaction structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Agreement to Implement Merger: Core obligation to implement the merger and overview of the transaction steps

5. Conditions Precedent: Conditions that must be satisfied before the merger can be implemented, including regulatory approvals

6. Pre-completion Obligations: Obligations of each party between signing and completion, including conduct of business restrictions

7. Implementation Steps: Detailed steps for implementing the merger, including timing and sequencing

8. Completion Mechanics: Process for completion, including actions at completion and completion deliverables

9. Representations and Warranties: Standard and transaction-specific warranties from each party

10. Indemnities: Indemnification obligations of the parties

11. Termination: Circumstances in which the agreement can be terminated and consequences of termination

12. Confidentiality: Obligations regarding confidential information and public announcements

13. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations

14. Notices: Process for giving notices under the agreement

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement