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Share Exchange Agreement

Share Exchange Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Exchange Agreement

"I need a Share Exchange Agreement for a tech startup in Lagos exchanging 30% of its shares with a foreign investor from the UK, to be completed by March 2025, with specific provisions for foreign investment approval and technology transfer."

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Document background
A Share Exchange Agreement is a crucial document used when companies or shareholders wish to exchange their shareholdings, often as part of corporate restructuring, merger preparations, or strategic investments. This agreement, governed by Nigerian law, must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian regulations. It's particularly important in scenarios involving corporate reorganizations, joint ventures, or strategic alliances. The document typically includes detailed provisions on share valuation, exchange mechanics, warranties, tax implications, and regulatory compliance requirements. It may also address foreign investment considerations when international parties are involved, making it essential to consider both domestic Nigerian law and international business practices. The agreement serves as a legally binding record of the transaction terms and protects all parties' interests while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identification of all parties involved in the share exchange, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the companies involved and purpose of the share exchange

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Share Exchange Terms: Core terms of the exchange, including number and class of shares being exchanged, exchange ratio, and valuation

5. Completion Mechanics: Detailed process and mechanics for executing the share exchange, including timing and delivery requirements

6. Conditions Precedent: Conditions that must be satisfied before the share exchange can complete

7. Representations and Warranties: Statements of fact and assurances from each party regarding their authority, share ownership, and company status

8. Pre-Completion Obligations: Obligations of each party between signing and completion of the exchange

9. Tax Matters: Allocation of tax liabilities and responsibilities related to the share exchange

10. Confidentiality: Obligations regarding confidential information shared during the transaction

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

13. Boilerplate Provisions: Standard contractual provisions including entire agreement, severability, and amendments

Optional Sections

1. Regulatory Compliance: Special provisions for compliance with SEC rules and other regulatory requirements - include when either party is a public company

2. Foreign Investment Provisions: Additional provisions required when foreign investors are involved, including compliance with NIPC requirements

3. Anti-dilution Protection: Provisions protecting against share dilution - include when specifically requested by minority shareholders

4. Tag-Along Rights: Rights of minority shareholders to join in the share exchange - include when protecting minority interests

5. Competition Approval: Provisions regarding competition law approval - include when the transaction size requires FCCPC approval

6. Employee Matters: Provisions dealing with employee issues - include when the share exchange affects employee ownership or rights

7. Intellectual Property: Special provisions regarding IP rights - include when IP is a significant asset of either company

Suggested Schedules

1. Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholding history

2. Company Information: Detailed corporate information about both companies, including capital structure and subsidiaries

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Transfer Instruments: Template share transfer forms and other required documentation

5. Warranties: Detailed warranties given by each party

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. Corporate Approvals: Copies of board and shareholder resolutions approving the exchange

8. Regulatory Filings: Forms and documents required for regulatory compliance

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
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Chief Executive Officer

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Corporate Lawyer

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