A Share Sale Agreement is a fundamental document used in Nigerian corporate transactions to facilitate the transfer of company shares between parties. This agreement is essential when conducting share acquisitions in Nigeria and must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The document typically includes comprehensive details about the transaction, including the number and class of shares being sold, purchase price, payment mechanisms, warranties about the company's condition, and completion procedures. It's particularly important in both private and public company contexts, requiring careful consideration of Nigerian corporate law requirements, tax implications, and regulatory approvals. The agreement serves to protect both parties' interests while ensuring a legally compliant transfer of share ownership.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including details of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller Warranties: Warranties given by the seller regarding the shares and the company
9. Buyer Warranties: Basic warranties given by the buyer, including capacity to purchase
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Tax Matters: Tax-related provisions and allocations of tax liabilities
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Tag Along Rights: Optional section for minority shareholders' rights to join in the sale
2. Non-Competition: Restrictions on seller's future competitive activities, if applicable
3. Earn-out Provisions: Additional payment terms based on future performance, if part of the deal
4. Employee Matters: Specific provisions regarding key employees or management, if relevant
5. Intellectual Property Rights: Specific provisions for companies where IP is a significant asset
6. Foreign Investment Provisions: Additional provisions required for foreign buyers
7. Break Fee: Provisions for payment if the deal fails to complete under specific circumstances
1. Share Details: Details of the shares being sold including share certificates numbers and class
2. Purchase Price Calculation: Detailed calculation of the purchase price if complex mechanics involved
3. Conditions Precedent: Detailed list of all conditions precedent to be satisfied
4. Completion Obligations: Detailed list of all documents to be delivered and actions to be taken at completion
5. Warranties: Full set of warranties given by the seller
6. Company Information: Key details about the company including corporate information and financial statements
7. Disclosed Matters: List of matters disclosed against the warranties
8. Properties: Details of any material properties owned by the company
9. Form of Resignation Letters: Template resignation letters for retiring directors if applicable
10. Material Contracts: List and/or copies of material contracts of the company
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