A Term Sheet For Share Purchase Agreement is a crucial preliminary document used in Nigerian corporate transactions when parties are negotiating the sale and purchase of shares in a company. It serves as a roadmap for the transaction, capturing the principal terms agreed between the parties before they invest significant time and resources in detailed due diligence and definitive documentation. The document is particularly important in the Nigerian context where it helps parties navigate complex regulatory requirements under CAMA 2020, the Investment and Securities Act, and other relevant legislation. While most provisions are non-binding, it typically includes binding obligations regarding confidentiality, exclusivity, and costs. The term sheet is commonly used in both private and public company transactions, though public company transactions may require additional regulatory considerations and disclosures.

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Brief context of the proposed transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Description of the proposed share purchase, including number and class of shares

5. Purchase Price: The consideration and how it was determined

6. Payment Terms: Timing and method of payment, including any deposits or escrow arrangements

7. Conditions Precedent: Key conditions that must be satisfied before completion

8. Due Diligence: Scope and timeline for due diligence investigation

9. Timing: Expected timeline for signing definitive agreements and completion

10. Exclusivity: Period during which seller cannot negotiate with other parties

11. Confidentiality: Obligations regarding transaction information

12. Costs: Allocation of transaction costs between parties

13. Governing Law: Applicable law and jurisdiction

14. Binding Effect: Which provisions are legally binding and which are not