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The Share Swap Agreement is a crucial document in Nigerian corporate transactions where parties agree to exchange shares instead of cash consideration. This document is particularly relevant in scenarios involving corporate restructuring, strategic alliances, or merger transactions where direct share exchanges are preferred over cash transactions. Under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020 and Investment and Securities Act 2007, share swaps must comply with specific regulatory requirements and often require approvals from relevant authorities such as the Securities and Exchange Commission. The agreement typically includes detailed provisions on share valuation, exchange ratios, warranties, tax implications, and completion mechanics, making it essential for both domestic and cross-border transactions involving Nigerian entities.

1. Parties: Identification of the parties entering into the share swap agreement, including their full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the companies involved and purpose of the share swap

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

4. The Share Swap: Core terms of the share swap including description of shares being exchanged, swap ratio, and valuation principles

5. Conditions Precedent: Conditions that must be satisfied before the share swap can be completed

6. Completion: Mechanics and timing of the completion of the share swap, including actions required by each party

7. Representations and Warranties: Statements of fact and assurances given by each party regarding their authority, shares, and business

8. Pre-completion Obligations: Obligations of the parties between signing and completion, including conduct of business requirements

9. Tax Matters: Allocation of responsibility for taxes arising from the share swap

10. Confidentiality: Obligations regarding confidential information shared during the transaction

11. Announcements: Requirements for public announcements regarding the share swap

12. Costs: Allocation of costs and expenses related to the transaction

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

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and governing law

15. Governing Law and Dispute Resolution: Specification of Nigerian law as governing law and dispute resolution mechanisms