The Share Sale and Purchase Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, though the specific requirements may vary. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and other relevant regulations governing corporate transactions, securities, and taxation. The document typically includes detailed provisions about the shares being transferred, purchase price mechanics, warranties about the company's condition, pre-completion conditions, completion mechanics, and post-completion obligations. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal protection for both sellers and purchasers while ensuring regulatory compliance.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties given by the seller regarding the shares and target company
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
16. Boilerplate Provisions: Standard contractual provisions including entire agreement, variations, severability
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when specific tax risks are identified
2. Regulatory Compliance: Additional provisions when specific regulatory approvals are required
3. Non-Competition: Restrictions on seller's future competitive activities, used when seller could compete with target business
4. Earn-out Provisions: Mechanics for additional payments based on future performance, used when price includes contingent elements
5. Foreign Investment Provisions: Additional provisions required for foreign investors under Nigerian law
6. Escrow Arrangements: Terms for holding part of purchase price in escrow, used when specific risks identified
7. Employee Matters: Specific provisions regarding key employees or employee arrangements
8. Transitional Services: Arrangements for post-completion services by seller, used when business continuity requires seller's involvement
1. Details of the Shares: Full details of shares being transferred including share certificate numbers
2. Target Company Information: Details of target company including corporate information and structure
3. Warranties: Detailed warranties regarding the company, business, and shares
4. Properties: Details of any real estate owned or leased by the target company
5. Intellectual Property: Schedule of IP rights owned or used by the target company
6. Material Contracts: List and details of important commercial contracts
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Employee Information: Details of employees and their terms of employment
9. Disclosed Documents: List of documents disclosed against the warranties
10. Form of Transfer Instrument: Prescribed form for share transfer under Nigerian law
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