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Preliminary Share Purchase Agreement
"I need a Preliminary Share Purchase Agreement under Nigerian law for the acquisition of a 60% stake in a private technology company, with specific provisions for intellectual property protection during due diligence and an exclusivity period until March 2025."
1. Parties: Identification of the seller(s) and purchaser(s), including registration details for companies
2. Background: Context of the transaction, including description of the target company and shares being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Basic agreement to sell and purchase the shares, subject to conditions
5. Purchase Price: Preliminary agreement on purchase price or pricing mechanism
6. Due Diligence: Framework for conducting due diligence investigation
7. Conditions Precedent: Conditions that must be satisfied before proceeding to final agreement
8. Exclusivity: Commitment not to negotiate with other parties during the preliminary period
9. Confidentiality: Obligations regarding confidential information exchanged during negotiations
10. Costs and Expenses: Responsibility for transaction costs during the preliminary phase
11. Term and Termination: Duration of the preliminary agreement and circumstances for termination
12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
1. Break Fee: Provisions for payment if either party withdraws from the transaction, used in larger transactions
2. Management of Target Company: Interim provisions regarding management of the target company, needed if significant time between preliminary and final agreement
3. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, required for regulated industries or large transactions
4. Employee Matters: Preliminary agreements regarding key employees, needed if retention is crucial
5. Warranties: Limited preliminary warranties, used in complex transactions
6. Foreign Exchange Provisions: Required when deal involves foreign currency or international parties
1. Details of Target Company: Corporate information, share capital structure, and existing shareholders
2. Preliminary Purchase Price Calculation: Framework or formula for determining the purchase price
3. Due Diligence Requirements: List of documents and information required for due diligence
4. Timetable: Proposed timeline for due diligence, negotiations, and completion
5. Form of Confidentiality Agreement: Detailed confidentiality terms if not fully incorporated in main agreement
6. Required Consents and Approvals: List of regulatory and third-party approvals needed
Authors
Agreement
Board
Business Day
CAMA
Completion
Completion Date
Conditions Precedent
Confidential Information
CAC
Disclosed Information
Due Diligence Period
Due Diligence Review
Encumbrance
Exclusivity Period
Final Agreement
Group
Holding Company
Long Stop Date
Material Adverse Change
Naira
Purchase Price
Purchaser
Sale Shares
SEC
Seller
Shareholders
Subsidiary
Target Company
Target Group
Transaction
Transaction Documents
Warranties
Working Hours
Business
Intellectual Property Rights
Liability
Loss
Representatives
Signing Date
Stamp Duties
Tax
Third Party Rights
Permitted Disclosures
Regulatory Approvals
Related Party
Security Interest
Share Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Warranties
Representations
Regulatory Compliance
Foreign Exchange
Anti-Money Laundering
Costs and Expenses
Tax
Notices
Assignment
Force Majeure
Term and Termination
Break Fee
Further Assurance
Entire Agreement
Amendments
Severability
No Partnership
Third Party Rights
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Good Faith
Announcements
Time of Essence
Survival
Non-Solicitation
Indemnification
Access Rights
Target Management
Interim Covenants
Binding Effect
Authority
Stamp Duty
Banking & Finance
Manufacturing
Oil & Gas
Technology
Telecommunications
Real Estate
Healthcare
Agriculture
Mining
Retail
Energy
Construction
Transportation & Logistics
Professional Services
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Risk Management
Compliance
Business Development
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Business Development Manager
Mergers & Acquisitions Director
Corporate Development Officer
Investment Director
Transaction Advisory Manager
Due Diligence Specialist
Company Secretary
Financial Controller
Risk Manager
Compliance Officer
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