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Share Purchase And Transfer Agreement

Share Purchase And Transfer Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Purchase And Transfer Agreement

"I need a Share Purchase and Transfer Agreement under Nigerian law for the acquisition of 60% shareholding in a private tech company, with payment in installments and including non-compete provisions for the selling founders."

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Document background
The Share Purchase and Transfer Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It serves as the primary transaction document in share acquisitions, mergers, and corporate restructurings under Nigerian law. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including securities laws and tax regulations. This document is essential for both private and public company transactions, though additional regulatory requirements may apply for public companies. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, completion mechanics, and post-completion obligations. The agreement should also address specific Nigerian regulatory requirements such as Corporate Affairs Commission filings, stamp duty payments, and where applicable, Securities and Exchange Commission approvals.
Suggested Sections

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

2. Background: Context of the transaction and current ownership structure

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

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

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

6. Pre-Completion Obligations: Parties' obligations between signing and completion

7. Completion: Mechanics of closing the transaction, including timing and deliverables

8. Seller Warranties: Warranties regarding the shares, company, and seller's capacity

9. Buyer Warranties: Warranties regarding buyer's capacity and funding

10. Limitations on Liability: Caps, time limits, and exclusions on warranty claims

11. Tax Matters: Tax-related provisions and allocations of responsibility

12. Confidentiality: Obligations regarding transaction and company information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - used when seller is an individual or operating entity

2. Price Adjustment: Mechanisms for post-completion price adjustments - used for deals with conditional pricing

3. Earn-out Provisions: Performance-based additional payments - used in deals with contingent consideration

4. Employee Matters: Specific provisions regarding key employees - used when retention is critical

5. Intellectual Property: Special IP provisions - used when IP is a key asset

6. Real Estate: Specific provisions for company property - used when real estate is material

7. Foreign Investment Provisions: Additional provisions for foreign buyers - used with international investors

8. Break Fee: Compensation if deal fails - used in high-value or complex transactions

Suggested Schedules

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

2. Purchase Price Calculation: Detailed breakdown of consideration and payment terms

3. Completion Obligations: Detailed list of actions and deliverables for completion

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

5. Disclosure Letter: Seller's disclosures against the warranties

6. Company Information: Key details about the target company including corporate documents

7. Properties: List of company properties and related information

8. Material Contracts: Key contracts affecting the business

9. Intellectual Property: Schedule of IP rights owned or used by the company

10. Employee Information: Details of key employees and their terms

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 and Natural Resources

Healthcare

Agriculture

Telecommunications

Retail and Consumer Goods

Professional Services

Education

Transportation and Logistics

Mining

Construction

Entertainment and Media

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Finance Director

Mergers & Acquisitions Director

Investment Manager

Corporate Lawyer

Transaction Lawyer

Due Diligence Officer

Compliance Officer

Tax Manager

Business Development Director

Investment Banker

Private Equity Manager

Risk 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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