The Contract For Shares Of A Company is a crucial legal instrument used in Nigerian corporate transactions for transferring ownership of company shares between parties. This document is essential when executing share sales in Nigeria, whether for partial or complete ownership transfers, and must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian legislation. The agreement is typically used in scenarios ranging from small private transactions to large corporate restructurings, and includes comprehensive provisions for share transfer mechanics, regulatory compliance, warranties, and protections for both buyers and sellers. It requires careful consideration of Nigerian corporate law requirements, including registration with the Corporate Affairs Commission and potential Securities and Exchange Commission approvals.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Recitals explaining the context of the transaction and company details
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be met before completion
6. Completion: Details of when, where, and how completion will take place
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
8. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority
9. Limitations on Claims: Limitations on warranty claims and indemnities
10. Confidentiality: Obligations regarding transaction confidentiality
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate provisions including governing law and jurisdiction
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals
2. Foreign Investment Provisions: Required when the purchaser is a foreign entity
3. Tag-Along Rights: Optional protection for minority shareholders
4. Drag-Along Rights: Optional provision for majority shareholders
5. Non-Competition: Required when seller needs to be restricted from competing
6. Employee Matters: Required when there are key employee considerations
7. Tax Covenants: Required for complex tax arrangements or indemnities
8. Earn-out Provisions: Required when part of purchase price is contingent on future performance
1. Share Details: Details of the shares being transferred including share certificates
2. Company Information: Key company details including assets, liabilities, and contracts
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Disclosed Matters: Information disclosed against the warranties
6. Property Schedule: Details of company's real property assets if relevant
7. Intellectual Property: Schedule of company's IP rights if relevant
8. Material Contracts: List and details of company's material contracts
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