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Shareholder Purchase Agreement

Shareholder Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement under Nigerian law for the sale of 60% shareholding in a tech startup, with completion scheduled for March 2025 and including an earn-out mechanism based on revenue targets."

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Document background
The Shareholder Purchase Agreement is a critical document used in Nigerian corporate transactions when one party wishes to sell their shareholding in a company to another party. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant tax laws. This agreement is essential for documenting the complete terms of the share transfer, including purchase price, payment mechanisms, warranties, and indemnities. It provides legal protection for both parties by clearly defining their rights and obligations, addressing potential risks, and establishing procedures for completion. The document typically requires registration with the Corporate Affairs Commission and may need additional regulatory approvals depending on the transaction size and sector.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being sold

2. Background: Context of the transaction, including current shareholding structure and reason for the transfer

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

4. Sale and Purchase: Core transaction terms including the number and class of shares being sold

5. Purchase Price: Agreed price for the shares and payment terms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the company

10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to contract and funding

11. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims

12. Tax Covenant: Specific indemnities relating to tax matters

13. Confidentiality: Obligations regarding transaction confidentiality and company information

14. Announcements: Rules for making public statements about the transaction

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Foreign Investment Provisions: Required when the purchaser is a foreign entity, addressing NIPC requirements

3. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

4. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

5. Transitional Services: Include when the seller will provide post-completion services

6. Break Fee: Include when parties agree to compensation if the deal fails

7. Anti-corruption Warranties: Enhanced provisions when required by purchaser's compliance policies

8. Management Agreements: Include when there are changes to company management

9. Escrow Arrangements: Include when part of the purchase price is held in escrow

Suggested Schedules

1. Share Details: Detailed description of the shares being sold, including share certificates

2. Company Information: Key details about the company, including corporate information and licenses

3. Warranties: Detailed warranties about the company and its business

4. Properties: List and details of company's real estate assets

5. Material Contracts: Summary of key commercial contracts

6. Intellectual Property: List of IP rights owned or used by the company

7. Employees: Key employment terms and senior employee details

8. Completion Obligations: Detailed list of completion deliverables and requirements

9. Form of Resignation Letters: Template resignation letters for outgoing directors

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

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
Accounts
Accounts Date
Affiliate
Agreed Form
Board
Business
Business Day
CAMA
CAC
Claim
Company
Completion
Completion Date
Conditions
Confidential Information
Consideration
Corporate Affairs Commission
Deed of Adherence
Directors
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Properties
Purchase Price
Purchaser
Regulatory Authority
Sale Shares
Seller
Seller's Warranties
Shareholders
Shareholders' Agreement
Signing Date
Share Capital
Stamp Duty
Subsidiaries
Tax
Tax Authority
Tax Covenant
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation and Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Tax Covenants
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Anti-Corruption
Force Majeure
Assignment
Regulatory Compliance
Corporate Authority
Share Transfer Mechanics
Representations
Restrictive Covenants
Announcements
Costs and Expenses
Further Assurance
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Amendments
Waiver
Counterparts
Escrow Arrangements
Break Fee
Termination
Relevant Industries

Banking & Finance

Manufacturing

Technology

Oil & Gas

Real Estate

Telecommunications

Healthcare

Retail

Agriculture

Mining

Construction

Professional Services

Energy

Transportation & Logistics

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Executive Leadership

Corporate Development

Mergers & Acquisitions

Investment

Treasury

Tax

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Investment Manager

Compliance Officer

Business Development Director

Chief Operations Officer

Corporate Governance Officer

Risk Manager

Transaction Manager

Board Director

General Counsel

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 share transfers and acquisitions, particularly for public companies
Nigerian Investment Promotion Commission Act: Governs foreign investment in Nigerian companies and relevant restrictions or requirements for foreign shareholders
Capital Gains Tax Act: Regulates tax implications on the sale and transfer of shares and other capital assets
Stamp Duties Act: Requires stamp duty payment on share transfer instruments and agreements
Money Laundering (Prohibition) Act: Provides anti-money laundering requirements for substantial financial transactions including share purchases
Federal Competition and Consumer Protection Act 2018: May be relevant for larger transactions that could trigger merger control requirements
Companies Income Tax Act: Governs corporate tax implications of share transfers and corporate restructuring
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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