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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under Nigerian law for the acquisition of 60% shareholding in a private technology company, with specific provisions for earnout payments and intellectual property protection, to be completed by March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Healthcare

Telecommunications

Agriculture

Retail

Construction

Professional Services

Mining

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Executive Leadership

Investment

Business Development

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Investment Manager

Compliance Officer

Corporate Lawyer

Business Development Director

Mergers & Acquisitions Director

Investment Banker

Transaction Advisory Manager

Risk Manager

Board Director

Company Secretary

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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