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Forward Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 60% shares in a Nigerian tech startup, with completion scheduled for March 2025, including provisions for regulatory approval from the Nigerian SEC and installment payments."

Document background
The Forward Share Purchase Agreement is a sophisticated commercial contract used in Nigerian business transactions when parties wish to agree on the terms of a share purchase that will be completed at a future date. This type of agreement is particularly useful in scenarios where certain conditions need to be met before the share transfer can be completed, such as regulatory approvals, funding arrangements, or corporate restructuring. The document must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and may require additional regulatory approvals depending on the transaction size and sector. It typically includes detailed provisions on purchase price mechanisms, warranties, pre-completion obligations, and completion procedures, providing a comprehensive framework for the future share transfer while protecting both parties' interests during the interim period.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction, including description of the company whose shares are being sold

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core agreement to sell and purchase the shares at a future date

5. Purchase Price: Specification of the purchase price, calculation method, and any adjustments

6. Payment Terms: Details of how and when payments will be made, including any deposits or installments

7. Conditions Precedent: Conditions that must be satisfied before the completion of the share purchase

8. Completion: Process and requirements for completing the share transfer

9. Seller's Warranties: Warranties given by the seller regarding the shares and the company

10. Buyer's Warranties: Warranties given by the buyer, including capacity to purchase

11. Pre-completion Obligations: Obligations of parties between signing and completion

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Notices: Process for giving formal notices under the agreement

15. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction

16. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in the sale - used when there are multiple shareholders

2. Drag-Along Rights: Rights to force minority shareholders to join the sale - used when there are multiple shareholders

3. Foreign Exchange Provisions: Special provisions for foreign currency payments - used when international parties are involved

4. Tax Indemnities: Specific tax-related indemnities - used when significant tax risks are identified

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

6. Interim Management: Provisions governing company management between signing and completion - used for longer completion periods

7. Break Fee: Provisions for payment if the deal fails - used in higher-value transactions

8. Regulatory Approvals: Process for obtaining required regulatory approvals - used when regulatory clearance is needed

Suggested Schedules

1. Share Details: Details of the shares being sold, including class, number, and percentage of total share capital

2. Company Information: Key information about the company, including corporate details and financial statements

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

4. Properties: Details of company's properties and real estate assets

5. Intellectual Property: List of company's IP rights and registrations

6. Material Contracts: Summary of company's material contracts

7. Completion Requirements: Detailed list of completion deliverables and requirements

8. Permitted Encumbrances: List of permitted encumbrances on the shares or company assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions









































Clauses



































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Telecommunications

Healthcare

Agriculture

Mining

Consumer Goods

Professional Services

Infrastructure

Transportation

Education

Retail

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Investment

Due Diligence

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Financial Director

Company Secretary

Compliance Officer

Legal Counsel

Investment Director

Corporate Development Manager

Mergers & Acquisitions Director

Transaction Manager

Due Diligence Officer

Risk Manager

Board 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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