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Share Buyback Agreement

Share Buyback Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement under Nigerian law for our private manufacturing company to repurchase 25% of its shares from a retiring founder-shareholder, with completion scheduled for March 2025 and payment to be made in two installments."

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Document background
The Share Buyback Agreement is a crucial document used when a Nigerian company decides to repurchase its own shares from existing shareholders. This type of transaction is regulated under the Companies and Allied Matters Act (CAMA) 2020 and requires specific corporate approvals and compliance with statutory requirements. The document is typically used in scenarios such as capital restructuring, excess cash utilization, stock price support (for listed companies), or shareholder exit arrangements. It must address key elements including purchase price, payment mechanisms, regulatory compliance, and completion procedures while ensuring adherence to Nigerian corporate law requirements regarding share capital maintenance and financial solvency tests. The agreement is particularly important in the Nigerian context where share buybacks must be carefully structured to comply with local regulatory requirements and corporate governance standards.
Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share buyback, including company details, reason for buyback, and confirmation of compliance with CAMA 2020 requirements

3. Definitions: Definitions of key terms used throughout the agreement

4. Agreement to Sell and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Prerequisites for completion, including corporate and regulatory approvals

6. Completion: Details of the completion process, timing, and mechanics of the share transfer

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Company's Warranties and Representations: Warranties regarding corporate authority, compliance with laws, and financial capacity

9. Confidentiality: Obligations regarding confidential information and announcements

10. Tax Matters: Treatment of taxes arising from the transaction

11. Costs: Allocation of transaction costs and expenses

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

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Compliance: Additional section for listed companies detailing compliance with NSE rules and SEC regulations

2. Multiple Sellers Provisions: Required when there are multiple selling shareholders, addressing collective actions and individual obligations

3. Escrow Arrangements: Used when payment or share transfer occurs through an escrow mechanism

4. Post-Completion Covenants: Required when there are ongoing obligations after completion

5. Anti-dilution Provisions: Relevant when there are other shareholders whose interests need protection

6. Director Resignation: Required when the selling shareholder is also resigning from director positions

7. Non-Competition: Added when the selling shareholder needs to be restricted from competing activities

Suggested Schedules

1. Share Details: Detailed description of the shares being purchased, including share certificates numbers and dates of issue

2. Completion Requirements: Checklist of documents and actions required for completion

3. Form of Transfer Instrument: Pro-forma share transfer form compliant with CAMA requirements

4. Corporate Approvals: Copies of relevant board and shareholder resolutions

5. Warranty Schedule: Detailed warranties and any agreed qualifications

6. Payment Details: Bank account and payment mechanism details

7. Pre-Completion Shareholding Structure: Current shareholding structure of the company

8. Post-Completion Shareholding Structure: Expected shareholding structure after the buyback

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
































Clauses






























Relevant Industries

Financial Services

Banking

Manufacturing

Technology

Telecommunications

Oil and Gas

Real Estate

Consumer Goods

Healthcare

Professional Services

Agriculture

Construction

Mining

Retail

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Corporate Development

Investor Relations

Risk Management

Corporate Communications

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Legal Counsel

Corporate Finance Manager

Investment Manager

Financial Controller

Compliance Officer

Corporate Governance Officer

Board Director

Finance Director

Legal Director

Treasury Manager

Risk Manager

Corporate Development Manager

Shareholder Relations Manager

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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