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Simple Share Purchase Agreement

Simple Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Simple Share Purchase Agreement

"I need a Simple Share Purchase Agreement for the acquisition of 40% of shares in a Nigerian technology startup by an individual investor, with completion scheduled for March 15, 2025, including basic warranties and a non-compete clause."

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Document background
The Simple Share Purchase Agreement is a fundamental document used in Nigerian corporate transactions for transferring ownership of shares from one party to another. This agreement is particularly suited for straightforward share transfers in private companies, where the transaction structure is relatively uncomplicated. The document incorporates essential elements required under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and can be used for both individual and corporate buyers and sellers. It typically includes provisions for the sale price, payment terms, basic warranties, and completion mechanics, while remaining simpler than more complex share purchase agreements used in larger corporate acquisitions. The agreement is designed to provide adequate protection for both parties while maintaining clarity and ease of execution.
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 and the shares being sold

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document

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

5. Purchase Price and Payment: Details of the consideration and payment mechanics

6. Completion: Timing, location, and mechanics of completion, including actions required by each party

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Basic warranties regarding authority to purchase and financial capacity

9. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions

10. Notices: Process and requirements for formal communications between parties

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

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

Optional Sections

1. Conditions Precedent: Used when completion is subject to specific conditions being satisfied, such as regulatory approvals

2. Pre-Completion Obligations: Include when specific actions are required between signing and completion

3. Tax Covenants: Required for transactions where specific tax indemnities are needed

4. Non-Competition: Include when seller restrictions post-completion are required

5. Multiple Sellers: Additional provisions needed when there are multiple sellers acting jointly

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

7. Security Provisions: Used when payment is deferred or guarantees are required

Suggested Schedules

1. Details of the Company: Company registration details, share capital structure, and other corporate information

2. Details of the Sale Shares: Specific description of shares being transferred including share certificate numbers

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

4. Warranties: Detailed warranties if more extensive than those in main agreement

5. Form of Share Transfer Form: Template share transfer form compliant with Nigerian requirements

6. Board Resolution Templates: Template board resolutions approving the transfer

7. Disclosure Letter: If applicable, exceptions to warranties

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

Manufacturing

Real Estate

Energy

Healthcare

Retail

Professional Services

Agriculture

Telecommunications

Mining

Construction

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Investment Manager

Business Development Manager

Corporate Lawyer

Compliance Officer

Investment Banker

Private Equity Manager

Mergers & Acquisitions Director

Transaction Advisory Manager

Company Director

Board Member

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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