Shares Sale And Purchase Agreement

Shares Sale And Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

"I need a Share Sale and Purchase Agreement for the sale of 60% shareholding in a Nigerian technology company, where the buyer is a foreign investment firm and completion is conditional upon regulatory approval from NIPC, with completion scheduled for March 2025."

Document background

The Shares Sale and Purchase Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It serves as the primary legal instrument documenting the terms and conditions of the share transfer, ensuring compliance with Nigerian corporate law, particularly CAMA 2020. The agreement is essential for both private and public company transactions, though additional regulatory requirements apply for public companies. It includes detailed provisions covering the sale price, payment mechanisms, warranties about the company's condition, and various protections for both buyer and seller. The document must account for specific Nigerian regulatory requirements, including those from the Corporate Affairs Commission, tax authorities, and, where applicable, the Securities and Exchange Commission or Nigerian Investment Promotion Commission for foreign investments.

Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including brief description of the Company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Specified purchase price, payment method, and timing of payments

6. Completion: Details of when and where completion will take place and what will happen at completion

7. Seller's Warranties: Standard warranties regarding ownership of shares, authority to sell, and company-related warranties

8. Buyer's Warranties: Warranties from the buyer regarding authority to purchase and ability to pay

9. Limitations on Liability: Limitations on the parties' liability under the warranties and claims procedures

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for giving formal notices under the agreement

12. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability

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

Optional Sections

1. Conditions Precedent: Used when completion is conditional upon certain events or approvals, such as regulatory clearance

2. Interim Period Obligations: Required when there is a gap between signing and completion, governing conduct of business during this period

3. Tax Covenant: Detailed tax provisions, used when specific tax arrangements or indemnities are required

4. Non-Competition: Restrictions on seller's future activities, used when seller could compete with the company

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

6. Break Fee: Included when parties want to specify compensation if the deal fails to complete

7. Foreign Investment Provisions: Required when the transaction involves foreign investors and NIPC requirements

8. Employee Matters: Used when specific arrangements for key employees are part of the transaction

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, share capital, and directors

2. The Shares: Detailed description of the shares being sold including share certificate numbers

3. Completion Requirements: List of documents and actions required at completion

4. Warranties: Detailed warranties relating to the company, its business and assets

5. Properties: Details of any real property owned or leased by the company

6. Intellectual Property: List of company's intellectual property rights

7. Material Contracts: Summary of key contracts to which the company is party

8. Disclosed Documents: List of documents disclosed against the warranties

9. Form of Share Transfer Form: Pro forma share transfer documentation required by Nigerian law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 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

Retail and Consumer

Agriculture

Telecommunications

Transportation and Logistics

Professional Services

Education

Construction

Mining

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Financial Director

Mergers & Acquisitions Director

Corporate Finance Manager

Business Development Director

Risk Manager

Compliance Officer

Tax Director

Board Director

Managing Director

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