The Stock Purchase Contract is a crucial document used in Nigerian corporate transactions to facilitate the transfer of company ownership through share sales. It is essential for both private and public company transactions, requiring compliance with the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and other relevant Nigerian legislation. This document is typically used when shareholders wish to sell their entire or partial shareholding, during company acquisitions, or in investment transactions. It includes detailed provisions covering purchase price, payment mechanisms, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. The contract must address specific Nigerian regulatory requirements, including Corporate Affairs Commission filings, stamp duty payments, and where applicable, Securities and Exchange Commission approvals.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout 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 of the transaction
6. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company status
7. Company Representations and Warranties: Warranties about the company's business, assets, liabilities, and operations
8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and ability to pay
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Completion Mechanics: Process for closing the transaction, including timing and deliverables
11. Post-Completion Obligations: Obligations after the transaction closes
12. Indemnification: Provisions for compensation in case of breach
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Employee Matters: Include when transaction affects key employees or employment arrangements
5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
6. Regulatory Compliance: Include when transaction requires specific regulatory approvals
7. Intellectual Property Rights: Include when IP is a significant component of company value
8. Environmental Matters: Include when company has significant environmental exposures or obligations
1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers
2. Schedule 2 - Company Information: Key company details including registration number, registered office, directors
3. Schedule 3 - Warranties: Detailed warranties about the company and its business
4. Schedule 4 - Completion Deliverables: List of documents and actions required at completion
5. Schedule 5 - Company Assets: List of material company assets
6. Schedule 6 - Disclosed Matters: Disclosures against warranties
7. Appendix A - Board Resolutions: Form of board resolutions approving the transfer
8. Appendix B - Share Transfer Forms: Form of share transfer documents required by Nigerian law
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