The Stock Purchase Agreement serves as the primary legal document for share transfer transactions in Nigeria, structured in accordance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. This document is essential when acquiring or disposing of shares in a Nigerian company, whether for complete or partial ownership transfers. It provides comprehensive coverage of the transaction terms, including purchase price, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. The agreement is particularly important in protecting both buyers' and sellers' interests while ensuring regulatory compliance, especially considering Nigerian corporate law requirements and, where applicable, foreign investment regulations. It's commonly used in both private and public company transactions, though the specific requirements and complexity may vary based on the transaction size and nature.
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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being sold
2. Background: Recitals explaining the context of the transaction and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Completion: Details of when, where, and how the transfer will be completed, including actions required at completion
7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
9. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Pre-Completion Covenants: Used when there's a gap between signing and completion, specifying how the business should be operated during this period
2. Post-Completion Covenants: Used when specific obligations need to be fulfilled after completion, such as non-compete provisions
3. Tax Covenants: Detailed tax-related provisions, particularly important for larger transactions or where tax risks are identified
4. Employee Matters: Used when specific arrangements for key employees need to be addressed
5. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or compliance measures
6. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing NIPC requirements
7. Break Fee: Used in larger transactions to specify compensation if the deal fails under certain circumstances
8. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
1. Share Details: Details of the shares being transferred, including share certificates and shareholder information
2. Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key details about the company including corporate information, assets, and liabilities
6. Encumbrances: List of any existing encumbrances on the shares or company assets
7. Material Contracts: List and details of the company's material contracts
8. Property: Details of any real property owned or leased by the company
9. Intellectual Property: Schedule of company's intellectual property rights
10. Disclosure Letter: Seller's disclosures against the warranties
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