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Share For Share Exchange Agreement

Share For Share Exchange Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share For Share Exchange Agreement

"I need a Share for Share Exchange Agreement for a Nigerian tech startup exchanging shares with a larger software company, where the startup shareholders will receive 15% ownership in the acquiring company, with completion planned for March 2025."

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Document background
The Share For Share Exchange Agreement is a crucial document in Nigerian corporate transactions, typically used in business combinations, corporate restructuring, and acquisition scenarios. It is governed by Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant tax legislation. This agreement is essential when companies wish to exchange shares rather than conduct cash transactions, often used in merger situations or when creating holding company structures. The document must comply with Nigerian regulatory requirements, including Corporate Affairs Commission regulations and, for listed companies, Securities and Exchange Commission rules. It includes detailed provisions on share valuation, exchange ratios, warranties, and completion mechanics, while addressing tax implications and regulatory approvals.
Suggested Sections

1. Parties: Identification of the exchanging parties and their registered details

2. Background: Recitals explaining the context and purpose of the share exchange

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Agreement to Exchange Shares: Core agreement on the exchange of shares between parties

5. Consideration: Details of the share exchange ratio and valuation

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

7. Pre-Completion Obligations: Obligations of parties before completion including conduct of business

8. Completion: Mechanics and timing of the completion process

9. Warranties and Representations: Standard warranties about capacity, authority, and shares

10. Tax Matters: Treatment of tax liabilities and indemnities

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public statements about the transaction

13. Costs: Allocation of transaction costs

14. Notices: Process for serving notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Regulatory Compliance: Required for transactions needing specific regulatory approvals (e.g., SEC, CAC)

2. Foreign Investment Provisions: Required when one party is a foreign entity, addressing NIPC requirements

3. Exchange Control: Required for international transactions involving currency exchange

4. Competition Clearance: Required for larger transactions requiring competition authority approval

5. Employee Matters: Required when the exchange affects employment arrangements

6. Restrictive Covenants: Optional provisions restricting future activities of parties

7. Break Fee: Optional provisions for compensation if the transaction fails

8. Integration Planning: Required for complex transactions involving post-completion integration

Suggested Schedules

1. Share Details: Details of shares being exchanged including share certificates

2. Company Information: Corporate information about companies whose shares are being exchanged

3. Warranties: Detailed warranties about the companies and shares

4. Completion Requirements: Detailed completion checklist and requirements

5. Board Resolutions: Form of board resolutions required for completion

6. Regulatory Filings: Forms and documents required for regulatory submissions

7. Share Certificates: Forms of new share certificates to be issued

8. Disclosure Letter: Disclosures against warranties

9. Valuation Report: Independent valuation of shares being exchanged

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
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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Telecommunications

Agriculture

Mining

Retail

Professional Services

Construction

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers and Acquisitions

Tax

Compliance

Corporate Secretarial

Business Development

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Counsel

Legal Director

Finance Director

Company Secretary

Head of Mergers and Acquisitions

Investment Manager

Corporate Finance Manager

Tax Director

Compliance Officer

Legal Counsel

Transaction Manager

Business Development 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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