The Company Share Purchase Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It serves as the primary contract governing the sale of shares, whether for partial or complete ownership transfer of a company. This document is essential under Nigerian law, particularly complying with the Companies and Allied Matters Act (CAMA) 2020, and includes detailed provisions covering purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's commonly used in corporate acquisitions, business restructuring, investment transactions, and exit arrangements, providing legal protection for both buyers and sellers while ensuring regulatory compliance with Nigerian corporate, tax, and investment laws.
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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Completion: Details of when, where, and how completion will take place, including completion obligations
7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business
8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the agreement
9. Tax Covenants: Provisions dealing with tax liabilities and indemnities
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Non-Competition: Restrictions on seller's future competitive activities - used when seller has been actively involved in the business
2. Earn-out Provisions: Structure for additional payments based on future performance - used when part of purchase price is contingent on future events
3. Employee Matters: Provisions dealing with key employees - relevant when retention of specific employees is crucial
4. Pre-Completion Covenants: Obligations between signing and completion - used in split exchange/completion deals
5. Bank Guarantee/Security: Details of any security for deferred payments - used when payment is not made in full at completion
6. Foreign Investment Provisions: Additional provisions required for foreign buyers - used when buyer is not Nigerian
7. Break Fee: Compensation if deal fails - used in high-value transactions with significant due diligence costs
1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure
2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers and class of shares
3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
4. Warranties: Comprehensive list of detailed warranties given by the seller
5. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
6. Properties: Details of all company properties and related matters
7. Intellectual Property: List of all IP owned or used by the company
8. Material Contracts: List and details of important contracts
9. Employee Information: Details of employees and their terms of employment
10. Tax Affairs: Details of company's tax position and outstanding matters
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