The Share Contribution Agreement is a crucial document in Nigerian corporate transactions, used when a shareholder wishes to contribute their shares to another entity, whether as part of a corporate restructuring, investment arrangement, or strategic business combination. This agreement type is governed by Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and must comply with requirements set by the Corporate Affairs Commission and other regulatory bodies. The document typically includes detailed provisions about the shares being contributed, conditions for the transfer, representations and warranties, and completion mechanics. It's particularly important in scenarios involving corporate reorganizations, investment structures, or when establishing holding companies. The agreement must address specific Nigerian legal requirements regarding share transfers, stamp duties, and corporate governance, while also considering any foreign investment regulations if international parties are involved.
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1. Parties: Identification of the contributing shareholder(s), the receiving entity, and any other relevant parties
2. Background: Context of the transaction, including the purpose of the share contribution and relevant corporate information
3. Definitions and Interpretation: Definition of key terms used throughout the agreement and rules of interpretation
4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value
5. Consideration: Description of any consideration being provided in exchange for the share contribution
6. Conditions Precedent: Conditions that must be satisfied before the share contribution becomes effective
7. Completion: Process and mechanics for completing the share contribution, including timing and deliverables
8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares
9. Covenants: Ongoing obligations of the parties post-completion
10. Tax Matters: Allocation of responsibility for taxes arising from the transaction
11. Confidentiality: Obligations regarding the confidential treatment of transaction information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Regulatory Compliance: Required when the transaction involves regulated sectors or requires regulatory approvals
2. Foreign Investment Provisions: Needed when any party is a foreign entity, addressing NIPC requirements
3. Tag-Along/Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are needed
4. Non-Competition: Required when the contributing shareholder needs to be restricted from competing
5. Employee Matters: Necessary when the share contribution affects employee ownership or rights
6. Interim Period Obligations: Include when there's a significant gap between signing and completion
7. Break Fee: Optional provision for compensation if the transaction fails to complete
1. Share Details: Detailed description of the shares being contributed, including share certificates numbers and shareholding history
2. Conditions Precedent: Comprehensive list of all conditions that must be satisfied before completion
3. Completion Obligations: Detailed list of actions and documents required at completion
4. Form of Transfer Instruments: Templates for share transfer forms and other required documentation
5. Warranties: Detailed warranties given by the contributing shareholder regarding the shares and company
6. Corporate Information: Details of the relevant companies' corporate information and structure
7. Regulatory Approvals: List of required regulatory approvals and their status
8. Encumbrances: Details of any existing encumbrances on the shares being contributed
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