When it comes to buying or selling shares in a Nigerian company, a share purchase agreement (SPA) is a legally binding contract that outlines the terms and conditions of the transaction. This agreement protects both the buyer and the seller from any potential disputes, and serves as a roadmap for the sale.
A share purchase agreement template Nigeria can be a helpful tool for those looking to draft an SPA for their transaction. However, it`s important to note that each transaction may have unique terms and conditions that require adjustments to the template.
The following are some of the key elements that should be included in a share purchase agreement:
1. Parties involved: The SPA should clearly state the names of the buyer and seller, as well as any other parties involved in the transaction.
2. Sale terms: This should outline the price per share, the total number of shares being sold, payment terms, and any conditions for payment.
3. Representations and warranties: The seller should provide representations and warranties regarding the company’s financial statements, tax liabilities, and legal compliance. The buyer should also provide representations and warranties regarding their ability to complete the purchase.
4. Covenants: This section specifies the obligations of both the buyer and the seller, including post-closing obligations such as retaining certain employees and maintaining certain contracts.
5. Conditions to closing: This section outlines the conditions that must be met before the transaction can be completed, such as regulatory approvals or the absence of material adverse changes to the company.
6. Indemnification: The SPA should include provisions for indemnification, which protect both parties from any losses or damages that may arise from the transaction.
7. Dispute resolution: In case of a dispute, the SPA should specify the procedures for dispute resolution, such as arbitration or litigation.
By using a share purchase agreement template Nigeria, buyers and sellers can ensure that they cover all the necessary terms and conditions for their transaction. However, it`s important to work with legal counsel to ensure that the SPA is tailored to your specific needs and that all legal requirements are met.