The Security Purchase Agreement is a crucial document used in Nigerian securities transactions to formalize the transfer of securities between parties. It is essential for any transaction involving the sale of shares, bonds, or other securities in Nigerian companies, whether private or public. The agreement must comply with the Investments and Securities Act 2007, Companies and Allied Matters Act 2020, and other relevant Nigerian regulations. It typically includes detailed provisions on purchase price, payment terms, conditions precedent, representations and warranties, and completion mechanics. The document is particularly important in the context of Nigeria's developing capital market and increasing foreign investment, requiring careful attention to both local regulatory requirements and international best practices in securities transactions.
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1. Parties: Identification of the seller(s) and purchaser(s) of the securities
2. Background: Context of the transaction and brief description of the company whose securities are being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the securities being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, timing, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Representations and Warranties: Warranties regarding the seller's capacity, ownership of securities, and company-related warranties
9. Purchaser's Representations and Warranties: Warranties regarding the purchaser's capacity and ability to complete the transaction
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
13. Notices: Process for serving notices under the agreement
14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or filings
2. Foreign Investment Provisions: Required when the purchaser is a foreign investor, addressing NIPC requirements
3. Tag-Along Rights: Optional protection for minority shareholders in partial stake sales
4. Drag-Along Rights: Optional provision for majority shareholders to force minority participation in a sale
5. Anti-dilution Protection: Optional protection against future dilution of securities
6. Security Interest: Required when purchase price is paid in installments or subject to adjustments
7. Employee Matters: Required when the transaction affects key employees or management
8. Tax Matters: Detailed tax provisions required for complex transactions or foreign investors
1. Details of the Securities: Detailed description of the securities being transferred
2. Company Information: Key details about the company including corporate information and financial statements
3. Warranties: Detailed warranties about the company and its business
4. Completion Obligations: List of actions and documents required at completion
5. Form of Transfer Instrument: Template for the instrument of transfer for the securities
6. Regulatory Approvals: List of required regulatory approvals and status
7. Encumbrances: Details of any existing encumbrances on the securities
8. Disclosure Letter: Exceptions and qualifications to the warranties
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