The Share Purchase Agreement is a crucial document used in Nigerian corporate transactions to facilitate the transfer of company ownership through share sales. It is essential when acquiring or disposing of shareholdings in Nigerian companies, whether for complete or partial ownership transfers. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant tax laws. It contains detailed provisions covering the transaction structure, warranties, indemnities, conditions precedent, and completion mechanics. This document is particularly important in ensuring proper documentation for Corporate Affairs Commission filings, stamp duty payments, and maintaining clear records of ownership changes. It serves as both a legal record of the transaction and a risk allocation mechanism between the parties.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction and current ownership structure of the target company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Process and requirements for completing the transaction
8. Seller's Warranties: Warranties regarding the shares, target company, and seller's capacity
9. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority
10. Limitations on Liability: Limitations on warranty claims and general liability
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Further Assurance: Obligations to take further actions if needed
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, etc.
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when specific tax risks are identified
2. Non-Competition: Restrictions on seller's future competing activities, used when seller has significant market knowledge
3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based pricing
4. Employee Matters: Specific provisions regarding key employees, used when retention is crucial
5. Intellectual Property Rights: Detailed IP provisions, used when IP is a significant company asset
6. Environmental Matters: Environmental warranties and indemnities, used for companies with environmental risks
7. Data Protection: Specific data protection obligations, used when company handles significant personal data
8. Foreign Investment Provisions: Additional provisions for foreign investors, used with international purchasers
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the business and assets
3. Company Information: Details of the target company including corporate information
4. Properties: List and details of company properties
5. Intellectual Property: Schedule of IP rights owned or used by the company
6. Material Contracts: List and details of important business contracts
7. Employees: Details of employees and their terms of employment
8. Financial Statements: Recent financial statements and management accounts
9. Completion Requirements: Detailed list of completion deliverables
10. Disclosed Matters: Matters disclosed against the warranties
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