The Company Acquisition Contract is a fundamental legal instrument used in Nigerian corporate transactions when one company intends to acquire another entity. This document is essential for any business acquisition in Nigeria and must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian legislation. It is typically used in scenarios ranging from complete buyouts to partial acquisitions, and can be adapted for both private and public company transactions. The contract comprehensively addresses all aspects of the acquisition, including detailed provisions for purchase price mechanics, representations and warranties, conditions precedent, regulatory compliance, and post-completion obligations. It serves as the primary reference document for the entire transaction and should be carefully drafted to protect all parties' interests while ensuring enforceability under Nigerian law.
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1. Parties: Identification of the seller(s), buyer(s), and any guarantors, including their full legal names and registered addresses
2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration, payment mechanisms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties and Representations: Comprehensive warranties about the business, shares, and authority to sell
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Tax-related warranties, indemnities, and conduct provisions
12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public announcements
13. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions
16. Execution: Signature blocks and execution formalities
1. Employee Matters: Required when there are significant employment considerations or TUPE-equivalent provisions
2. Intellectual Property: Needed when IP assets are a crucial part of the acquisition
3. Real Estate: Required when the target company owns or leases significant real estate assets
4. Environmental Matters: Necessary for companies in industries with environmental impacts or risks
5. Competition Compliance: Required when the transaction needs regulatory approval under Nigerian competition law
6. Foreign Investment Provisions: Needed when the transaction involves foreign investors or currency
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Break Fee: Optional provisions for compensation if the deal fails under specific circumstances
1. Target Company Information: Detailed information about the target company including corporate records
2. Properties: List and details of all owned and leased properties
3. Intellectual Property Rights: Schedule of all IP rights owned or licensed by the target company
4. Material Contracts: List and copies of all material contracts and commitments
5. Employee Information: Details of all employees, including terms of employment and benefits
6. Warranties: Detailed warranties about the business and its assets
7. Tax Covenant: Detailed tax indemnity and related provisions
8. Completion Deliverables: List of all documents and items to be delivered at completion
9. Disclosed Documents: List of documents disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Working Capital Statement: Agreed form of working capital calculation and adjustment mechanism
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