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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement under Nigerian law for the sale of 25% shareholding in a fintech company to a foreign investor, with a 3-year lock-in period and tag-along rights for minority shareholders."

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Document background
The Restricted Share Purchase Agreement is a specialized contract used in Nigerian corporate transactions when transferring shares that are subject to specific limitations or conditions. This document is essential when companies wish to maintain control over share ownership, ensure compliance with Nigerian regulatory requirements, or implement specific corporate governance mechanisms. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including securities laws and foreign investment regulations where applicable. It is commonly used in private companies, family businesses, or situations where maintaining specific shareholder compositions is crucial. The document typically includes detailed provisions on transfer restrictions, regulatory approvals, warranties, and completion mechanisms, making it suitable for complex share transactions where standard share transfer forms are insufficient.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) of the restricted shares

2. Background: Context of the transaction, including company details and reason for the share transfer

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Restrictions on Shares: Details of restrictions applicable to the shares, including transfer limitations and conditions

6. Completion: Process and requirements for completing the share transfer

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Purchaser's Warranties: Warranties regarding capacity to purchase and compliance with restrictions

9. Regulatory Compliance: Compliance requirements under Nigerian law and regulatory frameworks

10. Confidentiality: Obligations regarding transaction confidentiality and company information

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

Optional Sections

1. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing NIPC requirements and forex regulations

2. Tag-Along Rights: Optional protection for minority shareholders to join in the sale on same terms

3. Drag-Along Rights: Optional mechanism allowing majority shareholders to force minority participation in a sale

4. Share Rights: Required when shares carry special voting or dividend rights

5. Corporate Governance: Required when purchase affects board composition or voting arrangements

6. Pre-emptive Rights: Optional provisions regarding future share issues and existing shareholders' rights

7. Non-Competition: Optional restrictions on seller's future competitive activities

8. Tax Indemnities: Optional specific tax-related protections and obligations

Suggested Schedules

1. Share Details: Detailed description of the shares being transferred, including share certificate numbers and class rights

2. Completion Requirements: List of documents and actions required for completion

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Company Information: Key company details including financial statements and material contracts

5. Transfer Restrictions: Detailed terms of transfer restrictions and procedures

6. Regulatory Approvals: List of required regulatory approvals and status

7. Board Resolutions: Forms of board resolutions required for the transfer

8. Share Certificates: Forms of new share certificates to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Board
Business Day
CAMA
Completion
Completion Date
Confidential Information
Consideration
Corporate Affairs Commission
Encumbrance
Event of Default
Existing Shareholders
Financial Year
Governing Law
Group
ISA
Law
Material Adverse Change
Nigerian Investment Promotion Commission
Parties
Purchase Price
Purchaser
Regulatory Approvals
Restricted Shares
Restriction Period
Sale Shares
SEC
SEC Rules
Seller
Share Certificate
Shareholders Agreement
Shares
Subsidiary
Tag-Along Rights
Tax
Transfer
Transfer Restrictions
Warranties
Working Hours
Clauses
Share Sale and Purchase
Purchase Price
Payment Terms
Transfer Restrictions
Completion Requirements
Conditions Precedent
Seller Warranties
Purchaser Warranties
Regulatory Compliance
Share Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Representation
Confidentiality
Non-Competition
Representations and Warranties
Indemnification
Tax Matters
Notice Requirements
Assignment
Amendment
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Waiver
Third Party Rights
Counterparts
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Healthcare

Agriculture

Mining

Construction

Professional Services

Retail

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Investment

Corporate Development

Board Secretariat

Mergers & Acquisitions

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Corporate Lawyer

Investment Manager

Compliance Officer

Finance Director

Board Director

Corporate Governance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Mergers & Acquisitions Director

Risk Manager

Financial Controller

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including share transfers, shareholder rights, and corporate governance requirements
Investment and Securities Act 2007: Regulates securities trading, including restricted shares, and provides framework for securities transactions and investor protection
Nigerian Investment Promotion Commission Act: Governs foreign participation in Nigerian companies and relevant requirements for share purchases by foreign entities
Securities and Exchange Commission Rules: Detailed regulations governing securities transactions, including specific rules for restricted shares and their transfer
Capital Gains Tax Act: Governs the taxation of capital gains arising from the sale of shares and other assets
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Regulates foreign exchange transactions related to share purchases by foreign investors
Corporate Affairs Commission Guidelines: Administrative guidelines for share transfers and corporate documentation requirements
Nigerian Stock Exchange Rules: Relevant if the company is listed, providing additional requirements for restricted share transfers
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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