Share Purchase Agreement And Shareholders Agreement Template for Nigeria

1. Tag-Along and Drag-Along Rights: Include when shareholders want protection in case of third-party offers or exit mechanisms

2. Anti-dilution Protection: Include when there are likely to be future share issues

3. Put and Call Options: Include when parties want specific exit rights or purchase options

4. Foreign Investment Provisions: Include when foreign investors are involved, addressing NIPC requirements

5. Non-Compete and Non-Solicitation: Include when protecting company interests from competing activities

6. Intellectual Property Rights: Include when IP is a significant company asset

7. Employee Share Scheme: Include if there is an existing or planned employee share ownership program

8. Dead-Lock Resolution: Include for 50/50 joint ventures or where specific deadlock concerns exist

1. Share Capital and Shareholding Structure: Detailed breakdown of share capital and shareholding pre and post-completion

2. Warranties: Comprehensive list of warranties given by the seller

3. Company Information: Key company details including assets, contracts, and liabilities

4. Completion Requirements: Detailed list of documents and actions required for completion

5. Reserved Matters List: Comprehensive list of matters requiring special approval

6. Board and Shareholder Meeting Procedures: Detailed procedures for conducting board and shareholder meetings

7. Form of Share Transfer Notice: Template for share transfer notifications

8. Deed of Adherence: Template for new shareholders joining the agreement

9. Business Plan: Initial business plan and strategy (if applicable)

10. Disclosure Letter: Seller's disclosures against the warranties