## Merger Agreement

This Merger Agreement (the "Agreement") is made and entered into as of [Date], by and between [Company 1 Name], a [State] [Type of Company] (the "Company 1"), and [Company 2 Name], a [State] [Type of Company] (the "Company 2").

### 1. Introduction

1.1. **Background.** Company 1 and Company 2 are both engaged in the business of [Business Description]. The parties have determined that a merger of their businesses (the "Merger") would be mutually beneficial.

1.2. **Purpose.** The purpose of this Agreement is to set forth the terms and conditions upon which Company 1 and Company 2 will merge into a single surviving entity (the "Surviving Company").

### 2. Merger

2.1. **Merger Plan.** The Merger shall be effected in accordance with the terms and conditions of this Agreement and the applicable provisions of the Companies Act, 2015 (the "Act").

2.2. **Surviving Company.** The Surviving Company shall be [Surviving Company Name], a [State] [Type of Company].

2.3. **Effective Date.** The Merger shall become effective on the [Date] (the "Effective Date").

### 3. Consideration

3.1. **Merger Consideration.** In consideration of the Merger, the shareholders of Company 1 shall receive [Number] shares of the Surviving Company for each [Number] shares of Company 1 they hold (the "Merger Consideration").

3.2. **Form of Consideration.** The Merger Consideration shall be paid in the form of [Form of Consideration].

### 4. Representations and Warranties

4.1. **Representations and Warranties of Company 1.** Company 1 represents and warrants to Company 2 that:

* (a) Company 1 is duly organized, validly existing and in good standing under the laws of [State].
* (b) Company 1 has the full right, power and authority to enter into this Agreement and to consummate the Merger.
* (c) The execution and delivery of this Agreement by Company 1 and the consummation of the Merger will not violate any agreement to which Company 1 is a party or any applicable law or regulation.
* (d) The financial statements of Company 1 have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of Company 1.

4.2. **Representations and Warranties of Company 2.** Company 2 represents and warrants to Company 1 that:

* (a) Company 2 is duly organized, validly existing and in good standing under the laws of [State].
* (b) Company 2 has the full right, power and authority to enter into this Agreement and to consummate the Merger.
* (c) The execution and delivery of this Agreement by Company 2 and the consummation of the Merger will not violate any agreement to which Company 2 is a party or any applicable law or regulation.
* (d) The financial statements of Company 2 have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of Company 2.

### 5. Covenants

5.1. **Covenants of Company 1.** Company 1 covenants and agrees to:

* (a) Use commercially reasonable efforts to consummate the Merger on or before the Effective Date.
* (b) Provide Company 2 with all reasonable cooperation and assistance in connection with the Merger.
* (c) Not enter into any agreement or take any action that would materially adversely affect the ability of Company 1 to consummate the Merger.

5.2. **Covenants of Company 2.** Company 2 covenants and agrees to:

* (a) Use commercially reasonable efforts to consummate the Merger on or before the Effective Date.
* (b) Provide Company 1 with all reasonable cooperation and assistance in connection with the Merger.
* (c) Not enter into any agreement or take any action that would materially adversely affect the ability of Company 2 to consummate the Merger.

### 6. Termination

6.1. **Termination.** This Agreement may be terminated by either party upon the occurrence of any of the following events:

* (a) The failure of the other party to consummate the Merger on or before the Effective Date.
* (b) The failure of either party to obtain all necessary approvals or consents required for the consummation of the Merger.
* (c) The occurrence of any event that would make the consummation of the Merger illegal or impossible.

6.2. **Effect of Termination.** Upon termination of this Agreement, all obligations of the parties hereunder shall cease, except for the obligations to pay any amounts due and payable hereunder.

### 7. General Provisions

7.1. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of Kenya.

7.2. **Notices.** All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service, addressed as follows:

* If to Company 1:
[Company 1 Address]
* If to Company 2:
[Company 2 Address]

7.3. **Entire Agreement.** This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written.

7.4. **Amendment.** This Agreement may be amended only by a written instrument signed by both parties.

7.5. **Waiver.** No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

7.6. **Severability.** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

7.7. **Binding Effect.** This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.8. **Counterparts.** This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Company 1 Name]**

By: [Name]

Title: [Title]

**[Company 2 Name]**

By: [Name]

Title: [Title]

### 8. Case Laws

This section will include relevant case laws that are applicable to the Merger Agreement.

* **Case Law 1:** *[Case Name]* ([Year]) ([Court]) - This case law is relevant because it deals with the legal requirements for mergers in Kenya. The case involved [Parties] and the outcome was [Outcome].
* **Case Law 2:** *[Case Name]* ([Year]) ([Court]) - This case law is relevant because it deals with the legal requirements for representations and warranties in merger agreements. The case involved [Parties] and the outcome was [Outcome].
* **Case Law 3:** *[Case Name]* ([Year]) ([Court]) - This case law is relevant because it deals with the legal requirements for covenants in merger agreements. The case involved [Parties] and the outcome was [Outcome].

### 9. Conclusion

This Merger Agreement is a sample document and should be reviewed by a qualified legal professional before being used in any actual transaction. The specific terms of the Agreement will vary depending on the specific circumstances of the transaction.

### 10. TLDR

This Merger Agreement outlines the terms and conditions for the merger of two companies, including the consideration, representations and warranties, covenants, and termination provisions. The Agreement is governed by Kenyan law and should be reviewed by a qualified legal professional before being used in any actual transaction.

***

## Sample Merger Agreement

***

**Merger Agreement**

This Merger Agreement (the "Agreement") is made and entered into as of [Date], by and between [Company 1 Name], a [State] [Type of Company] (the "Company 1"), and [Company 2 Name], a [State] [Type of Company] (the "Company 2").

**1. Introduction**

1.1. **Background.** Company 1 and Company 2 are both engaged in the business of [Business Description]. The parties have determined that a merger of their businesses (the "Merger") would be mutually beneficial.

1.2. **Purpose.** The purpose of this Agreement is to set forth the terms and conditions upon which Company 1 and Company 2 will merge into a single surviving entity (the "Surviving Company").

**2. Merger**

2.1. **Merger Plan.** The Merger shall be effected in accordance with the terms and conditions of this Agreement and the applicable provisions of the Companies Act, 2015 (the "Act").

2.2. **Surviving Company.** The Surviving Company shall be [Surviving Company Name], a [State] [Type of Company].

2.3. **Effective Date.** The Merger shall become effective on the [Date] (the "Effective Date").

**3. Consideration**

3.1. **Merger Consideration.** In consideration of the Merger, the shareholders of Company 1 shall receive [Number] shares of the Surviving Company for each [Number] shares of Company 1 they hold (the "Merger Consideration").

3.2. **Form of Consideration.** The Merger Consideration shall be paid in the form of [Form of Consideration].

**4. Representations and Warranties**

4.1. **Representations and Warranties of Company 1.** Company 1 represents and warrants to Company 2 that:

* (a) Company 1 is duly organized, validly existing and in good standing under the laws of [State].
* (b) Company 1 has the full right, power and authority to enter into this Agreement and to consummate the Merger.
* (c) The execution and delivery of this Agreement by Company 1 and the consummation of the Merger will not violate any agreement to which Company 1 is a party or any applicable law or regulation.
* (d) The financial statements of Company 1 have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of Company 1.

4.2. **Representations and Warranties of Company 2.** Company 2 represents and warrants to Company 1 that:

* (a) Company 2 is duly organized, validly existing and in good standing under the laws of [State].
* (b) Company 2 has the full right, power and authority to enter into this Agreement and to consummate the Merger.
* (c) The execution and delivery of this Agreement by Company 2 and the consummation of the Merger will not violate any agreement to which Company 2 is a party or any applicable law or regulation.
* (d) The financial statements of Company 2 have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of Company 2.

**5. Covenants**

5.1. **Covenants of Company 1.** Company 1 covenants and agrees to:

* (a) Use commercially reasonable efforts to consummate the Merger on or before the Effective Date.
* (b) Provide Company 2 with all reasonable cooperation and assistance in connection with the Merger.
* (c) Not enter into any agreement or take any action that would materially adversely affect the ability of Company 1 to consummate the Merger.

5.2. **Covenants of Company 2.** Company 2 covenants and agrees to:

* (a) Use commercially reasonable efforts to consummate the Merger on or before the Effective Date.
* (b) Provide Company 1 with all reasonable cooperation and assistance in connection with the Merger.
* (c) Not enter into any agreement or take any action that would materially adversely affect the ability of Company 2 to consummate the Merger.

**6. Termination**

6.1. **Termination.** This Agreement may be terminated by either party upon the occurrence of any of the following events:

* (a) The failure of the other party to consummate the Merger on or before the Effective Date.
* (b) The failure of either party to obtain all necessary approvals or consents required for the consummation of the Merger.
* (c) The occurrence of any event that would make the consummation of the Merger illegal or impossible.

6.2. **Effect of Termination.** Upon termination of this Agreement, all obligations of the parties hereunder shall cease, except for the obligations to pay any amounts due and payable hereunder.

**7. General Provisions**

7.1. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of Kenya.

7.2. **Notices.** All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service, addressed as follows:

* If to Company 1:
[Company 1 Address]
* If to Company 2:
[Company 2 Address]

7.3. **Entire Agreement.** This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written.

7.4. **Amendment.** This Agreement may be amended only by a written instrument signed by both parties.

7.5. **Waiver.** No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

7.6. **Severability.** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

7.7. **Binding Effect.** This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.8. **Counterparts.** This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Company 1 Name]**

By: [Name]

Title: [Title]

**[Company 2 Name]**

By: [Name]

Title: [Title]

***

## Table of Contents

1. Introduction
2. Merger
3. Consideration
4. Representations and Warranties
5. Covenants
6. Termination
7. General Provisions
8. Case Laws
9. Conclusion
10. TLDR

***

### Merger Agreement

---

**MERGER AGREEMENT**

This Merger Agreement ("Agreement") is made and entered into as of [Date], by and between [Company A], a company incorporated and existing under the laws of Kenya, with its principal place of business located at [Company A Address] ("Company A"), and [Company B], a company incorporated and existing under the laws of Kenya, with its principal place of business located at [Company B Address] ("Company B").

**RECITALS**

WHEREAS, Company A and Company B are engaged in the business of [describe business];

WHEREAS, the Boards of Directors of Company A and Company B have determined that it is in the best interests of their respective companies and shareholders to merge their businesses under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions of the merger of Company A and Company B (the "Merger");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

### 1. Definitions

1.1 "Effective Date" means the date on which the Merger becomes effective as specified in Section 2.3 of this Agreement.

1.2 "Surviving Entity" means the entity that will continue to exist after the Merger, which shall be [Surviving Entity Name].

1.3 "Dissolving Entity" means the entity that will cease to exist as a separate legal entity as a result of the Merger, which shall be [Dissolving Entity Name].

### 2. The Merger

2.1 **Merger of Company A and Company B**: Subject to the terms and conditions of this Agreement, Company A and Company B shall merge, with [Surviving Entity Name] continuing as the surviving entity and [Dissolving Entity Name] ceasing to exist.

2.2 **Effect of Merger**: Upon the Effective Date, the separate existence of [Dissolving Entity Name] shall cease, and [Surviving Entity Name] shall succeed to all the rights, privileges, immunities, and powers and shall assume all the obligations and liabilities of [Dissolving Entity Name].

2.3 **Effective Date**: The Merger shall become effective upon the filing of the Articles of Merger with the Registrar of Companies in Kenya, or at such later time as may be specified in the Articles of Merger.

### 3. Consideration

3.1 **Exchange Ratio**: The shareholders of [Dissolving Entity Name] shall receive [number] shares of [Surviving Entity Name] for each share of [Dissolving Entity Name] they hold as of the Effective Date.

3.2 **Issuance of Shares**: On the Effective Date, [Surviving Entity Name] shall issue and deliver to the shareholders of [Dissolving Entity Name] the shares of [Surviving Entity Name] in accordance with the exchange ratio set forth in Section 3.1.

### 4. Representations and Warranties

4.1 **Representations and Warranties of Company A**: Company A represents and warrants to Company B as follows:
- Company A is a corporation duly organized, validly existing, and in good standing under the laws of Kenya.
- Company A has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
- The execution and delivery of this Agreement by Company A and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company A.

4.2 **Representations and Warranties of Company B**: Company B represents and warrants to Company A as follows:
- Company B is a corporation duly organized, validly existing, and in good standing under the laws of Kenya.
- Company B has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
- The execution and delivery of this Agreement by Company B and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company B.

### 5. Covenants

5.1 **Conduct of Business**: Each of Company A and Company B covenants and agrees that, prior to the Effective Date, it shall conduct its business in the ordinary course and shall not engage in any transaction or activity that would adversely affect its ability to consummate the Merger.

5.2 **Regulatory Approvals**: Each of Company A and Company B shall use its best efforts to obtain all necessary regulatory approvals and consents required to consummate the Merger.

### 6. Conditions Precedent

6.1 **Conditions to Each Party's Obligations**: The respective obligations of each party to consummate the Merger are subject to the satisfaction or waiver of the following conditions:
- The Merger shall have been approved by the shareholders of Company A and Company B in accordance with applicable law.
- All necessary regulatory approvals and consents shall have been obtained.
- No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, executive order, decree, injunction, or other order that is in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger.

### 7. Termination

7.1 **Termination**: This Agreement may be terminated at any time prior to the Effective Date:
- By mutual written consent of Company A and Company B;
- By either Company A or Company B if the Merger has not been consummated by [Date], provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to occur on or before such date.

### 8. Miscellaneous

8.1 **Amendment**: This Agreement may be amended by the parties hereto at any time prior to the Effective Date, but only by an instrument in writing signed by each of the parties hereto.

8.2 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of Kenya.

8.3 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8.4 **Counterparts**: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

**[Company A]**

By: ___________________________

Name: [Name]

Title: [Title]

**[Company B]**

By: ___________________________

Name: [Name]

Title: [Title]

---

### TLDR

This document is a Merger Agreement between two competing companies, Company A and Company B, both incorporated in Kenya. It outlines the terms and conditions of their merger, including the exchange ratio for shares, representations and warranties, covenants, conditions precedent, and provisions for termination. The agreement is governed by Kenyan law and requires regulatory approvals and shareholder consent to become effective.

Write a Merger Agreement for two competing companies.

Ask a lawyer: Write a Merger Agreement for two competing companies.

Ask a lawyer:
Write a Merger Agreement for two competing companies.