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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement under Nigerian law for the acquisition of a Lagos-based technology company, including both its shares and intellectual property assets, with completion planned for March 2025 and involving a foreign investor as purchaser."

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Document background
The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in Nigerian business acquisitions where both company ownership and specific assets need to be transferred simultaneously. This type of agreement is particularly relevant when the transaction structure requires both the purchase of company shares and the separate transfer of specific assets, whether for tax efficiency, regulatory requirements, or business necessity. The document must comply with Nigerian legislation, including the Companies and Allied Matters Act 2020, Investment and Securities Act 2007, and relevant tax laws. It typically includes detailed provisions for purchase price allocation, conditions precedent, warranties, and completion mechanics, while addressing specific Nigerian regulatory requirements such as Corporate Affairs Commission approvals and, where applicable, sector-specific regulatory consents.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction and brief description of the business being acquired

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

4. Sale and Purchase: Core transaction terms including what shares and assets are being sold and purchased

5. Purchase Price: Consideration details, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the shares, assets, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Tax-related warranties and indemnities

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

13. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

Optional Sections

1. Employee Matters: Used when the transaction involves significant employee transfers or consultation requirements

2. Property: Detailed provisions for real estate transfers, used when significant property assets are involved

3. Intellectual Property: Specific provisions for IP transfers, used when significant IP assets are involved

4. Non-Competition: Non-compete and non-solicitation provisions, used when protecting business value post-completion

5. Transitional Services: Used when the seller will provide services to the business post-completion

6. Environmental Matters: Used for businesses with significant environmental risks or obligations

7. Data Protection: Used when the business involves significant personal data processing

8. Foreign Investment Provisions: Used when the transaction involves foreign investors and requires regulatory approvals

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Properties: List and details of all real estate assets being transferred

3. Asset Schedule: Comprehensive list of assets being transferred

4. Intellectual Property Rights: Details of all IP rights being transferred

5. Material Contracts: List and details of key business contracts

6. Employee Information: Details of employees and their terms of employment

7. Warranties: Detailed warranty schedule

8. Tax Covenant: Detailed tax indemnity provisions

9. Completion Obligations: Detailed list of completion deliverables

10. Form of Transfer Instruments: Pro forma transfer documents required at completion

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

Manufacturing

Real Estate

Technology

Financial Services

Energy and Natural Resources

Healthcare

Retail and Consumer

Agriculture

Telecommunications

Industrial

Professional Services

Construction

Mining

Oil and Gas

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Mergers & Acquisitions Director

Business Development Director

Company Secretary

Finance Director

Tax Director

Chief Operating Officer

Risk Manager

Compliance Officer

Investment Manager

Corporate Development Manager

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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