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Company Acquisition Contract

Company Acquisition Contract Template for Nigeria

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Key Requirements PROMPT example:

Company Acquisition Contract

"I need a Company Acquisition Contract under Nigerian law for the purchase of a mid-sized manufacturing company, with completion planned for March 2025, including specific provisions for employee retention and environmental compliance."

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Document background
The Company Acquisition Contract is a fundamental legal instrument used in Nigerian corporate transactions when one company intends to acquire another entity. This document is essential for any business acquisition in Nigeria and must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian legislation. It is typically used in scenarios ranging from complete buyouts to partial acquisitions, and can be adapted for both private and public company transactions. The contract comprehensively addresses all aspects of the acquisition, including detailed provisions for purchase price mechanics, representations and warranties, conditions precedent, regulatory compliance, and post-completion obligations. It serves as the primary reference document for the entire transaction and should be carefully drafted to protect all parties' interests while ensuring enforceability under Nigerian law.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and any guarantors, including their full legal names and registered addresses

2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including the assets/shares being sold and purchase price

5. Purchase Price and Payment: Detailed breakdown of consideration, payment mechanisms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties and Representations: Comprehensive warranties about the business, shares, and authority to sell

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Tax-related warranties, indemnities, and conduct provisions

12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public announcements

13. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Employee Matters: Required when there are significant employment considerations or TUPE-equivalent provisions

2. Intellectual Property: Needed when IP assets are a crucial part of the acquisition

3. Real Estate: Required when the target company owns or leases significant real estate assets

4. Environmental Matters: Necessary for companies in industries with environmental impacts or risks

5. Competition Compliance: Required when the transaction needs regulatory approval under Nigerian competition law

6. Foreign Investment Provisions: Needed when the transaction involves foreign investors or currency

7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

8. Break Fee: Optional provisions for compensation if the deal fails under specific circumstances

Suggested Schedules

1. Target Company Information: Detailed information about the target company including corporate records

2. Properties: List and details of all owned and leased properties

3. Intellectual Property Rights: Schedule of all IP rights owned or licensed by the target company

4. Material Contracts: List and copies of all material contracts and commitments

5. Employee Information: Details of all employees, including terms of employment and benefits

6. Warranties: Detailed warranties about the business and its assets

7. Tax Covenant: Detailed tax indemnity and related provisions

8. Completion Deliverables: List of all documents and items to be delivered at completion

9. Disclosed Documents: List of documents disclosed against the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Working Capital Statement: Agreed form of working capital calculation and adjustment mechanism

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


























































Clauses

















































Relevant Industries

Banking and Financial Services

Manufacturing

Oil and Gas

Technology

Telecommunications

Real Estate

Healthcare

Retail and Consumer Goods

Agriculture

Mining

Construction

Transportation and Logistics

Education

Professional Services

Energy

Relevant Teams

Legal

Finance

Mergers and Acquisitions

Corporate Development

Due Diligence

Risk and Compliance

Tax

Human Resources

Corporate Secretariat

Business Development

Strategy

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

M&A Director

Investment Banker

Due Diligence Manager

Corporate Secretary

Finance Director

Business Development Director

Integration Manager

Risk Manager

Compliance Officer

Tax Director

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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