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Agreement For Sale And Purchase Of Shares for Nigeria

Agreement For Sale And Purchase Of Shares Template for Nigeria

A comprehensive legal document governed by Nigerian law that formalizes the transfer of company shares from seller(s) to buyer(s). The agreement details the terms and conditions of the share sale, including purchase price, payment terms, warranties, and completion requirements. It ensures compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, while protecting both parties' interests through clearly defined rights, obligations, and remedies. The document includes provisions for due diligence findings, representations and warranties, conditions precedent, and post-completion obligations.

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What is a Agreement For Sale And Purchase Of Shares?

The Agreement For Sale And Purchase Of Shares is a crucial document used in Nigerian corporate transactions when transferring ownership of company shares. It is essential for both private and public companies operating under Nigerian law, particularly when complying with the Companies and Allied Matters Act (CAMA) 2020. This agreement is typically used in various scenarios including complete or partial business acquisitions, corporate restructuring, investment transactions, and exit arrangements. The document comprehensively covers all aspects of the share transfer process, from initial conditions and payment terms to warranties and post-completion obligations. It includes necessary provisions for regulatory compliance, tax considerations, and specific protections for both buyers and sellers, making it suitable for both straightforward share transfers and complex corporate transactions.

What sections should be included in a Agreement For Sale And Purchase Of Shares?

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 whose shares are being sold

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

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

6. Completion: Details of when, where and how completion will take place, including completion obligations

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

8. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase

9. Confidentiality: Obligations regarding confidential information and announcements

10. Notices: Process and requirements for serving notices under the agreement

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

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

What sections are optional to include in a Agreement For Sale And Purchase Of Shares?

1. Tax Covenants: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's future business activities, used when seller is key to business operations

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent deals

4. Employee Matters: Provisions dealing with key employees and management, used when retention is crucial

5. Intellectual Property: Specific warranties and provisions regarding IP, used when IP is a key business asset

6. Foreign Investment Provisions: Additional provisions for compliance with NIPC requirements, used when foreign investors involved

7. Break Fee: Provisions for payment if deal fails, used in high-value or complex transactions

8. Transitional Services: Arrangements for post-completion support, used when seller's ongoing involvement needed

What schedules should be included in a Agreement For Sale And Purchase Of Shares?

1. Schedule 1: Share Details: Detailed description of shares being sold including class, numbers, and share certificates

2. Schedule 2: Company Information: Key details about the company including corporate information, subsidiaries, and material contracts

3. Schedule 3: Warranties: Comprehensive list of warranties given by the seller

4. Schedule 4: Properties: Details of company's real estate assets and leases

5. Schedule 5: Intellectual Property: List of all IP rights owned or used by the company

6. Schedule 6: Employee Information: Details of key employees, benefits, and employment agreements

7. Schedule 7: Completion Requirements: Detailed list of documents and actions required at completion

8. Schedule 8: Disclosed Matters: Disclosures against warranties

9. Appendix A: Form of Share Transfer: Template share transfer form compliant with CAMA requirements

10. Appendix B: Board Resolutions: Pro-forma board resolutions approving the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions












































Clauses








































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Healthcare

Telecommunications

Agriculture

Mining

Retail

Professional Services

Construction

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Due Diligence

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Compliance Officer

Risk Manager

Corporate Governance Officer

Investment Banker

Due Diligence Manager

Transaction Advisory Manager

Board Director

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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