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Share Purchase Agreement Between Shareholders

Share Purchase Agreement Between Shareholders Template for Nigeria

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders under Nigerian law for a technology company where two minority shareholders are selling their combined 25% stake to an existing majority shareholder, with completion planned for March 2025."

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Document background
The Share Purchase Agreement Between Shareholders is a crucial document used in Nigerian corporate transactions when one or more existing shareholders wish to sell their shares to other shareholders in the company. This agreement is essential for documenting the terms of the share transfer, ensuring compliance with Nigerian corporate law, particularly CAMA 2020, and protecting the interests of all parties involved. It becomes necessary when shareholders decide to exit their investment, consolidate ownership, or restructure shareholding within the company. The document typically includes detailed provisions on valuation, payment terms, warranties about the shares and the company, and completion mechanics. It must consider Nigerian regulatory requirements, including those from the Corporate Affairs Commission and, where applicable, the Securities and Exchange Commission. The agreement also needs to align with any existing shareholders' agreement and the company's articles of association.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s) and the target company

2. Background: Context of the transaction and current shareholding structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

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

5. Purchase Price and Payment: Detailed terms of consideration, payment method and timing

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing the transaction, including timing and deliverables

9. Seller's Warranties: Warranties regarding the shares, seller's capacity, and target company

10. Buyer's Warranties: Warranties regarding buyer's capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability

12. Confidentiality: Obligations regarding transaction confidentiality and announcements

13. Notices: Process for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances such as SEC approval

2. Tax Covenants: Detailed tax provisions when specific tax risks need to be addressed

3. Post-Completion Adjustments: Mechanisms for adjusting the purchase price based on completion accounts

4. Non-Competition: Restrictions on seller's competing activities post-completion

5. Earn-out Provisions: When part of the purchase price is contingent on future performance

6. Foreign Exchange Provisions: Required when the transaction involves foreign currency or overseas parties

7. Break Fee: Compensation payable if the transaction fails under specific circumstances

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

2. Company Information: Key details about the target company including corporate information

3. Warranties: Detailed warranties about the business and shares

4. Completion Deliverables: List of documents and actions required at completion

5. Encumbrances: Details of any existing charges or encumbrances on the shares

6. Corporate Documents: Copies of relevant corporate authorizations and resolutions

7. Disclosure Letter: Seller's disclosures against the warranties

8. Properties and Assets: Details of company's material assets if relevant to transaction

9. Material Contracts: List and copies of key contracts affecting the shares or company

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

Financial Services

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Healthcare

Agriculture

Telecommunications

Professional Services

Retail and Consumer Goods

Infrastructure

Education

Mining

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Development

Investment

Risk Management

Corporate Affairs

Executive Leadership

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Director

Finance Director

Managing Director

Board Director

Shareholder Relations Manager

Corporate Governance Officer

Compliance Officer

Investment Manager

Transaction Advisory Manager

Due Diligence Specialist

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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