The Share Buyout Agreement is a crucial document used in Nigerian corporate transactions when one or more shareholders wish to sell their shares to other parties, whether existing shareholders or new investors. This agreement is essential for both private and public companies operating under Nigerian law, particularly considering the requirements of the Companies and Allied Matters Act (CAMA) 2020. It details the complete transaction structure, including share valuation, payment terms, conditions precedent, and completion requirements. The document addresses key regulatory considerations, tax implications, and necessary corporate approvals while incorporating appropriate warranties and representations to protect all parties' interests. It's particularly important in scenarios involving corporate restructuring, exit strategies, or strategic investments, and must comply with Nigerian securities regulations and foreign exchange requirements when international parties are involved.
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1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the buyout
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and basic mechanics of the transfer
5. Purchase Price: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
9. Tax Matters: Tax-related warranties, indemnities, and obligations
10. Confidentiality: Obligations regarding transaction confidentiality and company information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller might compete with the business
2. Earn-out Provisions: Structure for additional payments based on future performance, used when price includes contingent elements
3. Employee Matters: Provisions regarding key employees, used when employment arrangements are crucial to the transaction
4. Intellectual Property Rights: Special provisions for IP transfer/protection, used when IP is significant to the business
5. Foreign Exchange Provisions: Special provisions for foreign currency payments, used with international parties
6. Break Fee: Compensation if deal fails, used in higher-value transactions with significant due diligence costs
7. Regulatory Compliance: Additional compliance requirements, used when specific regulatory approvals are needed
1. Share Details: Details of the shares being transferred including share certificates numbers and class rights
2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Completion Requirements: Checklist of documents and actions required at completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key details about the company including corporate information and financial statements
6. Encumbrances: List of any existing charges or encumbrances on the shares
7. Required Consents: List of third-party and regulatory consents required
8. Disclosed Matters: Information disclosed against the warranties
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