Share Subscription Agreement And Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Subscription Agreement And Share Purchase Agreement

"I need a Share Subscription Agreement And Share Purchase Agreement under Nigerian law for a tech startup raising Series A funding of $5 million from domestic investors, with 60% being new shares and 40% purchase of existing shares from early investors, targeted for completion by March 2025."

Document background
The Share Subscription Agreement And Share Purchase Agreement is a vital document used in Nigerian corporate transactions where investors seek to acquire both newly issued shares and existing shares from current shareholders. This hybrid agreement is particularly relevant when companies need to raise fresh capital while also providing an exit opportunity for existing shareholders. The document must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and may require additional regulatory approvals depending on the transaction size and sector. It typically includes detailed provisions on valuation, payment mechanisms, representations and warranties, conditions precedent, and completion mechanics. This type of agreement is commonly used in private equity investments, venture capital transactions, and strategic corporate investments across various sectors in Nigeria.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders (sellers), and subscriber(s)/purchaser(s)

2. Background: Recitals explaining the context of the transaction, including current shareholding structure and intention of the parties

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Completion: Details of when, where, and how completion will take place, including actions required at completion

7. Payment Terms: Structure and timing of payments, including any deposit or escrow arrangements

8. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers/purchasers

9. Covenants: Pre and post-completion obligations of all parties

10. Share Rights: Description of the rights attached to the shares being subscribed for/purchased

11. Restrictions on Transfer: Limitations on future transfer of shares and any lock-up periods

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process for giving formal notices under the agreement

14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

15. Boilerplate Provisions: Standard clauses including severability, entire agreement, variation, and counterparts

Optional Sections

1. Tag-Along and Drag-Along Rights: Optional provisions giving certain shareholders rights to join in or force participation in future sales, typically included for significant investments

2. Anti-dilution Protection: Protection for investors against future share issues at lower valuations, typically included for VC/PE investments

3. Board Representation: Rights of new shareholders to appoint directors, included when investors require board seats

4. Foreign Investment Provisions: Special provisions required for foreign investors, including NIPC compliance

5. Multiple Closings: Structure for phased investment with multiple completion dates

6. Regulatory Compliance: Special provisions for regulated industries or transactions requiring specific approvals

7. Put and Call Options: Rights for parties to force sale or purchase of shares under specific circumstances

8. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically included when sellers remain in the business

Suggested Schedules

1. Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties given by the parties

5. Company Information: Key information about the company including corporate documents, licenses, and material contracts

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. Form of Share Certificate: Template for new share certificates to be issued

8. Board Resolutions: Form of board resolutions approving the transaction

9. Deed of Adherence: Form for new shareholders to adhere to existing shareholders' agreement if applicable

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy and Natural Resources

Healthcare

Agriculture

Telecommunications

Consumer Goods

Professional Services

Infrastructure

Entertainment and Media

Education

Transportation and Logistics

Mining

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Corporate Secretariat

Treasury

Board of Directors

Executive Management

Mergers and Acquisitions

Due Diligence

Corporate Strategy

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Investment Officer

Corporate Secretary

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Business Development Director

Portfolio Manager

Transaction Manager

Due Diligence Specialist

Corporate Finance Manager

Managing Partner

Board Director

Company Secretary

Regulatory Affairs Manager

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, administration, and operations in Nigeria. It contains provisions for share capital, share transfers, shareholders' rights, and corporate documentation requirements.
Investment and Securities Act 2007: Regulates the securities market in Nigeria, including share transactions, public offerings, and private placements. Contains provisions for securities registration and transfer procedures.
Nigerian Investment Promotion Commission Act: Relevant for foreign investors participating in share subscription or purchase, as it governs foreign investment in Nigerian companies.
Federal Competition and Consumer Protection Act 2018: May be relevant if the share transaction results in a significant ownership change or potential market concentration issues.
Companies Income Tax Act: Governs the taxation aspects of corporate transactions, including share transfers and capital gains implications.
Capital Gains Tax Act: Addresses the tax implications of share disposals and transfers, particularly relevant for the share purchase component.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Important for transactions involving foreign currency or international investors, governing foreign exchange aspects of the deal.
Stamp Duties Act: Requires certain documents, including share transfer instruments, to be properly stamped and duties paid.
SEC Rules and Regulations: Regulatory framework from the Securities and Exchange Commission governing securities transactions and investor protection.
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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