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Security Purchase Agreement for Nigeria

Security Purchase Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that documents the terms and conditions for the purchase and sale of securities between parties. The agreement complies with the Nigerian Investments and Securities Act 2007 and related regulations, incorporating necessary provisions for regulatory compliance, representations and warranties, payment terms, and completion mechanics. It includes specific provisions required under Nigerian securities law and considers the oversight of the Securities and Exchange Commission (SEC) and Corporate Affairs Commission (CAC), making it suitable for both private and public company transactions in the Nigerian market.

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What is a Security Purchase Agreement?

The Security Purchase Agreement is a crucial document used in Nigerian securities transactions to formalize the transfer of securities between parties. It is essential for any transaction involving the sale of shares, bonds, or other securities in Nigerian companies, whether private or public. The agreement must comply with the Investments and Securities Act 2007, Companies and Allied Matters Act 2020, and other relevant Nigerian regulations. It typically includes detailed provisions on purchase price, payment terms, conditions precedent, representations and warranties, and completion mechanics. The document is particularly important in the context of Nigeria's developing capital market and increasing foreign investment, requiring careful attention to both local regulatory requirements and international best practices in securities transactions.

What sections should be included in a Security Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s) of the securities

2. Background: Context of the transaction and brief description of the company whose securities are being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the securities being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, timing, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Details of the completion process, timing, and deliverables

8. Seller's Representations and Warranties: Warranties regarding the seller's capacity, ownership of securities, and company-related warranties

9. Purchaser's Representations and Warranties: Warranties regarding the purchaser's capacity and ability to complete the transaction

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Confidentiality: Provisions regarding confidential information and announcements

12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

13. Notices: Process for serving notices under the agreement

14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

What sections are optional to include in a Security Purchase Agreement?

1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or filings

2. Foreign Investment Provisions: Required when the purchaser is a foreign investor, addressing NIPC requirements

3. Tag-Along Rights: Optional protection for minority shareholders in partial stake sales

4. Drag-Along Rights: Optional provision for majority shareholders to force minority participation in a sale

5. Anti-dilution Protection: Optional protection against future dilution of securities

6. Security Interest: Required when purchase price is paid in installments or subject to adjustments

7. Employee Matters: Required when the transaction affects key employees or management

8. Tax Matters: Detailed tax provisions required for complex transactions or foreign investors

What schedules should be included in a Security Purchase Agreement?

1. Details of the Securities: Detailed description of the securities being transferred

2. Company Information: Key details about the company including corporate information and financial statements

3. Warranties: Detailed warranties about the company and its business

4. Completion Obligations: List of actions and documents required at completion

5. Form of Transfer Instrument: Template for the instrument of transfer for the securities

6. Regulatory Approvals: List of required regulatory approvals and status

7. Encumbrances: Details of any existing encumbrances on the securities

8. Disclosure Letter: Exceptions and qualifications to the warranties

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

Purchase Agreement

Cost

Free to use
Relevant legal definitions













































Clauses









































Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Healthcare

Agriculture

Mining

Retail

Construction

Transportation

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Investment

Treasury

Corporate Development

Due Diligence

Mergers & Acquisitions

Board Secretariat

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Investment Manager

Finance Director

Compliance Officer

Risk Manager

Investment Banker

Corporate Lawyer

Securities Lawyer

Transaction Manager

Due Diligence Officer

Board Director

Managing Director

Portfolio Manager

M&A 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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