The Restricted Share Purchase Agreement is a specialized contract used in Nigerian corporate transactions when transferring shares that are subject to specific limitations or conditions. This document is essential when companies wish to maintain control over share ownership, ensure compliance with Nigerian regulatory requirements, or implement specific corporate governance mechanisms. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including securities laws and foreign investment regulations where applicable. It is commonly used in private companies, family businesses, or situations where maintaining specific shareholder compositions is crucial. The document typically includes detailed provisions on transfer restrictions, regulatory approvals, warranties, and completion mechanisms, making it suitable for complex share transactions where standard share transfer forms are insufficient.
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1. Parties: Identification of the seller(s) and purchaser(s) of the restricted shares
2. Background: Context of the transaction, including company details and reason for the share transfer
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Restrictions on Shares: Details of restrictions applicable to the shares, including transfer limitations and conditions
6. Completion: Process and requirements for completing the share transfer
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties regarding capacity to purchase and compliance with restrictions
9. Regulatory Compliance: Compliance requirements under Nigerian law and regulatory frameworks
10. Confidentiality: Obligations regarding transaction confidentiality and company information
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing NIPC requirements and forex regulations
2. Tag-Along Rights: Optional protection for minority shareholders to join in the sale on same terms
3. Drag-Along Rights: Optional mechanism allowing majority shareholders to force minority participation in a sale
4. Share Rights: Required when shares carry special voting or dividend rights
5. Corporate Governance: Required when purchase affects board composition or voting arrangements
6. Pre-emptive Rights: Optional provisions regarding future share issues and existing shareholders' rights
7. Non-Competition: Optional restrictions on seller's future competitive activities
8. Tax Indemnities: Optional specific tax-related protections and obligations
1. Share Details: Detailed description of the shares being transferred, including share certificate numbers and class rights
2. Completion Requirements: List of documents and actions required for completion
3. Warranties: Detailed warranties given by the seller regarding the company and shares
4. Company Information: Key company details including financial statements and material contracts
5. Transfer Restrictions: Detailed terms of transfer restrictions and procedures
6. Regulatory Approvals: List of required regulatory approvals and status
7. Board Resolutions: Forms of board resolutions required for the transfer
8. Share Certificates: Forms of new share certificates to be issued
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