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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."
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.
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
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
Financial Services
Manufacturing
Technology
Real Estate
Energy
Telecommunications
Healthcare
Agriculture
Mining
Consumer Goods
Professional Services
Infrastructure
Transportation
Education
Retail
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Investment
Due Diligence
Board Secretariat
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
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