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Stock Purchase Contract

Stock Purchase Contract Template for Nigeria

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Key Requirements PROMPT example:

Stock Purchase Contract

"I need a Stock Purchase Contract for the acquisition of 60% shareholding in a Nigerian technology company, with specific provisions for board representation and minority shareholder protection rights, to be completed by March 2025."

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Document background
The Stock Purchase Contract is a crucial document used in Nigerian corporate transactions to facilitate the transfer of company ownership through share sales. It is essential for both private and public company transactions, requiring compliance with the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and other relevant Nigerian legislation. This document is typically used when shareholders wish to sell their entire or partial shareholding, during company acquisitions, or in investment transactions. It includes detailed provisions covering purchase price, payment mechanisms, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. The contract must address specific Nigerian regulatory requirements, including Corporate Affairs Commission filings, stamp duty payments, and where applicable, Securities and Exchange Commission approvals.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

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

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company status

7. Company Representations and Warranties: Warranties about the company's business, assets, liabilities, and operations

8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and ability to pay

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Completion Mechanics: Process for closing the transaction, including timing and deliverables

11. Post-Completion Obligations: Obligations after the transaction closes

12. Indemnification: Provisions for compensation in case of breach

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction

16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stake

2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale

3. Non-Competition: Include when seller needs to be restricted from competing post-sale

4. Employee Matters: Include when transaction affects key employees or employment arrangements

5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

6. Regulatory Compliance: Include when transaction requires specific regulatory approvals

7. Intellectual Property Rights: Include when IP is a significant component of company value

8. Environmental Matters: Include when company has significant environmental exposures or obligations

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers

2. Schedule 2 - Company Information: Key company details including registration number, registered office, directors

3. Schedule 3 - Warranties: Detailed warranties about the company and its business

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

5. Schedule 5 - Company Assets: List of material company assets

6. Schedule 6 - Disclosed Matters: Disclosures against warranties

7. Appendix A - Board Resolutions: Form of board resolutions approving the transfer

8. Appendix B - Share Transfer Forms: Form of share transfer documents required by Nigerian law

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












































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Agriculture

Transportation

Telecommunications

Mining

Construction

Professional Services

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Investment

Board of Directors

Executive Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Development Director

Mergers & Acquisitions Director

Finance Director

Business Development Manager

Risk Manager

Compliance Officer

Investment Banker

Board Director

Managing Director

Chief Legal Officer

Transaction Advisory Manager

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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