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The Share Buyback Contract is a crucial document used when a Nigerian company wishes to repurchase its own shares from existing shareholders, governed by the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. This document becomes necessary in various scenarios, including capital structure optimization, excess cash utilization, or shareholder exit arrangements. The contract must comply with strict legal requirements including maintaining distributable reserves, obtaining necessary shareholder and board approvals, and ensuring the company meets solvency tests. For listed companies, additional compliance with Securities and Exchange Commission regulations and Nigerian Stock Exchange rules is required. The document typically includes detailed provisions on share valuation, payment mechanisms, warranties, and completion procedures, while addressing tax implications and regulatory requirements.

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the share buyback, including company details and reason for buyback

3. Definitions: Key terms used throughout the agreement

4. Share Details: Description of shares being bought back, including class, number, and percentage of total issued shares

5. Purchase Price: Agreed price per share and total consideration, including payment terms and mechanisms

6. Conditions Precedent: Required approvals and conditions that must be met before the buyback can proceed

7. Completion: Process and obligations for executing the buyback, including timing and delivery requirements

8. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties and Undertakings: Company's representations regarding authority, solvency, and compliance with law

10. Tax Matters: Treatment of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding non-disclosure of transaction details

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction for dispute resolution

14. Execution: Signature blocks and execution formalities