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Stock Purchase Letter Of Intent
"I need a Stock Purchase Letter of Intent under Nigerian law for my tech company's proposed acquisition of 60% shares in a Lagos-based software development firm, with exclusivity period until March 2025 and estimated purchase price of NGN 500 million."
1. Date and Parties: Identification of the parties, their registered addresses, and company registration details
2. Introduction/Background: Brief context of the proposed transaction and current ownership of target shares
3. Definitions: Key terms used throughout the document
4. Proposed Transaction: Overview of the intended stock purchase, including number of shares and basic terms
5. Purchase Price: Proposed purchase price or pricing mechanism for the shares
6. Due Diligence: Framework for the buyer's investigation of the company and its shares
7. Confidentiality: Binding provisions regarding the confidential treatment of shared information
8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
9. Timeline: Proposed schedule for completing due diligence and executing definitive agreements
10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions
11. Governing Law: Specification of Nigerian law as governing law
12. Signatures: Execution blocks for authorized representatives of all parties
1. Break Fee: Terms of any break-up fee payable if the transaction doesn't proceed, used in larger transactions
2. Cost Allocation: Agreement on how transaction costs will be shared, included when significant costs are expected
3. Management Arrangements: Preliminary terms for post-completion management, used when management changes are contemplated
4. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, included for regulated industries or large transactions
5. Employee Matters: Preliminary agreement on treatment of employees, included when significant workforce is involved
6. Conditions Precedent: Key conditions that must be met before proceeding with the transaction, used in complex deals
1. Schedule A - Target Shares: Detailed description of the shares to be purchased, including class, rights, and current ownership
2. Schedule B - Price Calculation: Detailed methodology for calculating the purchase price, if complex
3. Schedule C - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule D - Timeline: Detailed timeline with specific milestones and deadlines
5. Schedule E - Binding Terms: Clear list of which provisions are intended to be binding
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy and Natural Resources
Healthcare
Telecommunications
Agriculture
Consumer Goods
Professional Services
Infrastructure
Transportation and Logistics
Mining
Education
Retail
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Compliance
Corporate Secretariat
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Investment Banker
Business Development Manager
Company Secretary
Financial Director
Mergers & Acquisitions Manager
Legal Counsel
Corporate Development Director
Investment Manager
Board Director
Compliance Officer
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