The Sale Of Shares In Private Company Agreement is a crucial legal document used when transferring ownership of shares in a private company under Nigerian law. This agreement is essential for both small and large private transactions, providing a legally binding framework that protects all parties involved. It must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian legislation. The document typically includes detailed provisions on share valuation, payment terms, warranties, representations, and conditions precedent to completion. It's particularly important in ensuring proper documentation for regulatory bodies such as the Corporate Affairs Commission and tax authorities, while also addressing potential future disputes through clear terms and conditions.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share sale
3. Definitions: Definitions and interpretation of key terms used throughout the agreement
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. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties given by the seller regarding the shares and the company
9. Buyer's Warranties: Basic warranties from the buyer, including capacity to purchase
10. Limitations on Sellers' Liability: Limitations on warranty claims and general liability
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Further Assurance: Obligation to do all things necessary to give effect to the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, etc.
1. Tax Covenant: Detailed tax indemnities - used for larger transactions or where specific tax risks identified
2. Non-Competition: Restrictions on seller's future competitive activities - used where seller might compete
3. Earn-out Provisions: Structure for additional payments based on future performance - used in performance-based deals
4. Break Fee: Compensation if deal fails - used in high-value transactions or where abort risk is high
5. Director Resignations: Terms for resignation of selling directors - used where sellers are also directors
6. Transitional Services: Arrangements for post-completion services - used where seller provides key services
7. Employee Matters: Specific provisions regarding employees - used where employment issues are material
1. Share Details: Details of the shares being sold including share certificates numbers
2. Company Information: Key details about the company including corporate information
3. Warranties: Detailed warranties about the company and its business
4. Properties: Details of company's real estate assets if material
5. Intellectual Property: Schedule of company's IP rights if material
6. Material Contracts: List of key contracts affecting the business
7. Completion Obligations: Detailed list of documents to be delivered at completion
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Disclosure Letter: Seller's disclosures against the warranties
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