The Company Share Sale Agreement is a crucial document used in Nigerian business transactions when transferring ownership of company shares from one party to another. It is essential for both private and public companies, though additional regulations apply for publicly listed entities. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant tax laws. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, representations, and regulatory compliance requirements. This document is particularly important as it provides legal protection for both parties and ensures proper documentation for regulatory authorities including the Corporate Affairs Commission. The agreement should be carefully drafted to address specific transaction requirements while maintaining compliance with Nigerian corporate law and practice.
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1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being sold
2. Background: Recitals explaining the context of the transaction and company information
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the shares
5. Purchase Price: Amount, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
10. Buyer's Warranties: Warranties regarding buyer's capacity and funding
11. Limitations on Liability: Limitations on warranty claims and general liability
12. Tax Covenants: Tax-related obligations and indemnities
13. Confidentiality: Obligations regarding transaction and company information
14. Announcements: Rules for public statements about the transaction
15. Further Assurance: Obligations to take additional steps to effect the transaction
16. Notices: Process for formal communications between parties
17. General Provisions: Standard boilerplate clauses including governing law, jurisdiction
1. Non-Competition Covenant: Restrictions on seller's future competing activities - include when seller has key business knowledge
2. Employee Matters: Specific provisions regarding key employees - include when management retention is crucial
3. Earn-out Provisions: Structure for additional payments based on future performance - include when price includes contingent elements
4. Break Fee: Compensation if deal fails - include for complex transactions with significant due diligence costs
5. Foreign Investment Provisions: Special provisions for foreign buyers - include when buyer is non-Nigerian
6. Regulatory Compliance: Special regulatory requirements - include for regulated industries
7. Post-Completion Adjustments: Mechanisms for price adjustments - include when based on completion accounts
8. Transitional Services: Post-completion support arrangements - include when seller provides crucial services
1. Share Details: Details of shares being sold including share certificates
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Warranties: Detailed warranties about the company and its business
4. Disclosure Letter: Seller's disclosures against the warranties
5. Company Information: Key details about the company including corporate documents
6. Properties: Details of company's real estate assets
7. Material Contracts: List and details of important company contracts
8. Intellectual Property: Schedule of company's IP rights
9. Completion Requirements: Detailed list of completion deliverables
10. Form of Resignation Letters: Template resignation letters for departing directors
11. CAC Forms: Required Corporate Affairs Commission forms
12. Bank Accounts: Details of company bank accounts and signatories
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