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Share Acquisition Agreement

Share Acquisition Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Acquisition Agreement

"I need a Share Acquisition Agreement for the purchase of 75% shares in a Nigerian tech startup, with completion scheduled for March 2025 and including an earn-out mechanism based on revenue targets for the following two years."

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Document background
The Share Acquisition Agreement is a fundamental transaction document used in Nigerian corporate acquisitions when one party wishes to purchase shares in a company from existing shareholders. This agreement is essential for both private and public company transactions, though additional regulatory requirements apply for public companies. The document must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and where applicable, the Nigerian Investment Promotion Commission Act for foreign investments. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion procedures. The agreement is particularly crucial in protecting both parties' interests by clearly defining their rights, obligations, and the process for transferring share ownership.
Suggested Sections

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

2. Background: Context of the transaction and brief description of the target company

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

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

5. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties: Seller's warranties regarding the shares, target company, and business

9. Limitations on Seller's Liability: Limitations on warranty claims and other liability caps

10. Tax Covenant: Tax indemnities and allocation of tax liabilities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

12. Further Assurance: Obligations to take additional actions necessary to effect the transaction

13. Notices: Process for serving notices under the agreement

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing or poaching employees

3. Transitional Services: Include when seller will provide services to target company post-completion

4. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

5. Foreign Investment Provisions: Include when buyer is a foreign entity requiring NIPC approval

6. Escrow Arrangements: Include when part of purchase price will be held in escrow

7. Employee Matters: Include when specific arrangements needed for key employees post-completion

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital, and shareholders of target company

2. Conditions Precedent: Detailed list of all conditions precedent

3. Completion Obligations: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the seller

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

6. Properties: Details of real estate owned or leased by target company

7. Intellectual Property: Schedule of IP rights owned or licensed by target company

8. Material Contracts: List and details of key contracts

9. Employee Information: Details of employees and their terms of employment

10. Accounts: Recent financial statements of target company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Oil & Gas

Manufacturing

Telecommunications

Real Estate

Healthcare

Agriculture

Mining

Retail

Media & Entertainment

Transportation & Logistics

Construction

Energy

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Business Development

Strategy

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Finance Director

Business Development Director

Commercial Director

Risk Manager

Compliance Officer

Investment Banker

Transaction Lawyer

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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