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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including company's authority to purchase its own shares and relevant corporate approvals
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core terms of the share buyback, including number of shares, price, and basic mechanics
5. Purchase Price and Payment: Detailed terms of consideration and payment mechanics
6. Conditions Precedent: Required conditions to be satisfied before completion, including regulatory approvals and corporate authorizations
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties from the selling shareholder(s)
9. Company's Warranties: Representations and warranties from the company
10. Tax Matters: Tax-related provisions and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Regulatory Compliance: For listed companies, specific provisions addressing NSE and SEC requirements
2. Multiple Sellers Provisions: When there are multiple selling shareholders, provisions for coordinating the sale
3. Earn-out Provisions: If part of the purchase price is contingent on future events
4. Tag-Along Rights: Rights of other shareholders to participate in the buyback
5. Employee Shares Provisions: Special provisions for buyback of shares from employees
6. Foreign Exchange Provisions: For transactions involving foreign shareholders or currency considerations
1. Schedule 1 - Share Details: Details of shares being purchased, including share certificates numbers and shareholding history
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion
3. Schedule 3 - Form of Transfer Instrument: Template share transfer form compliant with Nigerian requirements
4. Schedule 4 - Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Schedule 5 - Calculation of Purchase Price: If applicable, detailed methodology for price calculation
6. Appendix A - Regulatory Filings: Forms and notices required for CAC, SEC, and other regulatory bodies
Board
Business Day
CAC
CAMA
Company
Completion
Completion Date
Conditions Precedent
Consideration
Encumbrance
Group
ISA
Long Stop Date
Material Adverse Change
NSE
Purchase Price
Regulatory Approvals
Sale Shares
SEC
Seller
Share Capital
Shareholders' Resolution
Shares
Solvency Statement
Statutory Books
Stock Exchange
Tax
Transaction Documents
Transfer Instrument
Warranties
Working Hours
Corporate Authorizations
Disclosure Letter
Effective Date
Governmental Authority
Laws
Losses
Notice
Party/Parties
Records
Related Party
Representatives
Security Interest
Share Certificates
Surviving Provisions
Tax Authority
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Seller's Warranties
Company's Warranties
Tax Covenants
Regulatory Compliance
Corporate Authorizations
Confidentiality
Announcements
Share Transfer Mechanics
Solvency Requirements
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variations
Waiver
Severability
Counterparts
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Jurisdiction
Indemnification
Termination
Survival
Non-Competition
Shareholder Approval
Regulatory Filings
Data Protection
Anti-Money Laundering
Exchange Control
Financial Services
Banking
Manufacturing
Technology
Telecommunications
Oil and Gas
Real Estate
Consumer Goods
Healthcare
Professional Services
Mining
Agriculture
Construction
Retail
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Finance
Investor Relations
Risk Management
Corporate Actions
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Manager
Financial Controller
Compliance Officer
Board Director
Corporate Governance Officer
Investment Relations Manager
Treasury Manager
Risk Manager
Corporate Actions Manager
Shareholder Relations Manager
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