Share Sale and Purchase Agreement - Template Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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SHARE SALE AND PURCHASE AGREEMENT
THIS SHARE SALE AND PURCHASE AGREEMENT is made on ________.
BETWEEN
(1) ________, an individual with means of identification number ________, residing at:
________
(hereinafter referred to as the "Seller", which expression shall, where the context so admits, include his/her heirs, personal representatives, successors-in-title and permitted assigns);
AND
(2) ________, with means of identification/registration number ________, having its address at:
________
(hereinafter referred to as the "Buyer", which expression shall, where the context so admits, include its successors-in-title and permitted assigns);
AND
(3) ________, a private company limited by shares incorporated under the laws of the Federal Republic of Nigeria, with registration number ________ and having its registered office at:
________
(hereinafter referred to as the "Company"). The Seller, the Buyer and the Company are hereinafter collectively referred to as the "Parties" and individually as a "Party".
RECITALS
(A) The Company is a private company limited by shares duly incorporated under the Companies and Allied Matters Act 2020, having an issued share capital of ________ divided into ordinary shares.
(B) The Seller is the legal and beneficial owner of ________ ordinary shares in the Company and is desirous of selling the said shares to the Buyer, who is willing to purchase the same upon and subject to the terms and conditions set out in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the Parties hereby agree as follows:
§ 1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings assigned to them below:
"Act" means the Companies and Allied Matters Act 2020 and any subsidiary legislation, regulations and amendments made thereunder from time to time.
"Agreement" means this Share Sale and Purchase Agreement together with its Recitals and Schedule.
"Authorisation" means any consent, registration, filing, agreement, certificate, licence, approval, permit, authority or exemption from, by or with any governmental, regulatory or corporate authority, including all corporate, creditors' and shareholders' approvals or consents.
"Business" means the business of the Company as specified in the Company's Articles of Association.
"Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks are open for general business in Nigeria.
"CAC" means the Corporate Affairs Commission established pursuant to the Act.
"Completion" means the completion of the sale and purchase of the Shares in accordance with the terms of this Agreement.
"Completion Date" means the date upon which all conditions and requirements for Completion have been fulfilled, being ________, or such other date as the Parties may agree in writing.
"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, option, right of retention of title, or any other form of security interest or any obligation (including any conditional obligation) to create any of the same.
"Full Title Guarantee" means the transfer of the Shares with good and marketable title and free from any Encumbrance.
"Material Adverse Change" means any event, circumstance or change which may adversely affect: (i) the ability of any Party to perform its obligations under this Agreement; and (ii) the validity and enforceability of this Agreement.
"Purchase Price" means the total sum payable by the Buyer in consideration for the Shares as set out in § 3.
"Shares" means ________ ordinary shares of ₦________ (________) each in the capital of the Company, being sold and transferred to the Buyer pursuant to this Agreement.
"Transaction" means the sale and purchase of the Shares by the Buyer pursuant to this Agreement.
§ 2. SALE AND PURCHASE OF SHARES
2.1 Subject to the terms and conditions of this Agreement, the Seller, as legal and beneficial owner, hereby agrees to sell with Full Title Guarantee, and the Buyer agrees to purchase, ________ ordinary shares in ________.
2.2 The Seller undertakes that the Buyer shall purchase the Shares free from all Encumbrances and together with all rights, title and beneficial interest attaching or accruing to the Shares, including all dividends and distributions declared, made or paid on or after the Completion Date, which shall unconditionally become the property of the Buyer from the Completion Date.
2.3 The transfer of the Shares shall be effected by the execution and delivery of a duly stamped instrument of transfer in accordance with the Act and the Stamp Duties Act Cap S8 Laws of the Federation of Nigeria 2004.
§ 3. PURCHASE PRICE
3.1 The Purchase Price for the sale of the Shares shall be the aggregate sum of ₦________ (________).
§ 4. TERMS OF PAYMENT
4.1 The Purchase Price shall be paid in equal instalments, the Buyer paying the sum of ₦________ (________) every week for a period of ________ (________) weeks.
4.2 The first instalment shall be paid on ________.
4.3 All payments shall be made by the Buyer to the Seller by electronic transfer to the bank account designated by the Seller as follows: ________, or by such other lawful means as the Parties may agree in writing.
§ 5. CONDITIONS PRECEDENT
5.1 Completion of this Agreement and the purchase of the Shares by the Buyer are conditional upon the fulfilment of the following:
(i) this Agreement and any other agreement entered into by the Parties in connection with the Transaction having been duly executed by all the Parties;
(ii) the warranties and representations contained in this Agreement and the Schedule being true, accurate and not misleading;
(iii) all necessary Authorisations, including any board and shareholders' resolutions of the Company, having been obtained.
§ 6. COMPLETION
6.1 Completion shall take place on the Completion Date, being ________.
6.2 Completion shall be held at:
________
6.3 The sale and purchase shall be completed when:
(i) the conditions precedent to the transfer of ownership have been satisfied in full or waived by mutual agreement of the Parties in writing;
(ii) the Buyer has paid the Purchase Price in full in accordance with § 4;
(iii) a duly executed and stamped instrument of transfer has been delivered to the Buyer; and
(iv) a new share certificate in respect of the Shares has been delivered to the Buyer.
§ 7. POST-COMPLETION OBLIGATIONS
7.1 Following Completion the Parties shall:
(a) procure the registration of the Buyer as a member of the Company in its register of members;
(b) procure that the Company makes all necessary filings at the CAC to give effect to the change in the shareholding structure of the Company, including the filing of the prescribed notice of transfer of shares and any other statutory returns required under the Act to give full effect to the Transaction; and
(c) procure that the Seller and the Company deliver to the Buyer all documents of title, records, correspondence, files and other papers relating to the Transaction.
§ 8. OWNERSHIP AND TITLE TO THE SHARES
8.1 Subject to § 8.2, ownership of, title to and risk in the Shares shall pass to the Buyer upon Completion, provided that the Buyer shall not be responsible for any liability incurred by the Seller in respect of the Shares prior to the Completion Date.
8.2 The Buyer shall not own or exercise any ownership rights or benefits over any portion of the Shares in respect of which the Seller has not received full payment.
§ 9. REPRESENTATIONS AND WARRANTIES OF THE SELLER
9.1 The Seller covenants, represents and warrants to the Buyer as follows:
(i) that the Seller has the legal right and capacity to enter into this Agreement and to perform its obligations hereunder, and is not in violation of any law of the Federal Republic of Nigeria or any regulation or order to which it is subject, and that upon execution this Agreement shall constitute valid, binding and enforceable obligations of the Parties;
(ii) that there are no pending or threatened legal proceedings against the Seller, nor any legal impediment, which could adversely affect the validity or enforceability of the sale of the Shares to the Buyer, and the Seller is not subject to any order, writ, injunction or other order of any court, governmental or regulatory authority which could adversely affect the Transaction;
(iii) that all necessary Authorisations to complete the Transaction have been obtained;
(iv) that there are no Material Adverse Changes which would adversely affect the Seller's capacity to sell the Shares or the Company's capacity to register the Shares in the name of the Buyer;
(v) that after Completion the Company shall register the Buyer as legal and beneficial owner of the Shares in the register of members of the Company.
9.2 The Seller covenants that, between the date of this Agreement and the Completion Date, it shall not:
(i) sell, lease, pledge, mortgage or otherwise dispose of the Shares; or
(ii) enter into any contract, agreement, commitment or option relating to the sale of the Shares with any party other than the Buyer.
§ 10. REPRESENTATIONS AND WARRANTIES OF THE BUYER
10.1 The Buyer represents and warrants to the Seller as follows:
(i) that the Buyer has the full power and authority to enter into, perform and carry out its obligations under this Agreement;
(ii) that the Buyer has taken all necessary corporate actions required by its constitutional documents to permit it to enter into and perform its obligations under this Agreement;
(iii) that the Buyer is not bankrupt or insolvent and no winding-up petition has been presented against it;
(iv) that the Buyer has the financial capability to pay the Purchase Price and shall make all payments when due; and
(v) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
§ 11. TERMINATION
11.1 This Agreement may be terminated:
(i) by the mutual written agreement of the Parties;
(ii) by the Seller where the Buyer fails to purchase the Shares on the Completion Date or fails to perform its obligations under this Agreement; or
(iii) by either Party where the Seller is unable to satisfy the conditions precedent.
11.2 Any Party wishing to terminate this Agreement shall deliver to the other Party written notice of not less than ________ of its intention to terminate this Agreement.
11.3 No Party shall incur any liability to the other Party by reason of termination under § 11.1, save that, where the Purchase Price or any part thereof has been paid, the Seller shall refund the amount so paid together with interest at the rate of ________% per annum.
§ 12. REMEDIES
12.1 In the event of non-performance by the Buyer of any of its obligations under this Agreement, the Seller may:
(i) rescind the sale, whereupon ownership of the Shares shall revert to the Seller and any Purchase Price paid shall be refunded to the Buyer (less any sums lawfully retained hereunder);
(ii) recover liquidated damages in the sum of ________% of the Purchase Price as a genuine pre-estimate of loss for breach of contract, in addition to all reasonable costs and expenses incurred by the Seller; and
(iii) in addition to any damages payable, seek injunctive and other equitable reliefs.
12.2 The Seller may seek recovery of liquidated damages, all reasonable costs and expenses, and other injunctive and equitable reliefs notwithstanding that the Seller has rescinded the Agreement.
§ 13. COSTS AND EXPENSES
13.1 Each Party shall bear its own costs in relation to the preparation, negotiation and execution of this Agreement, and each Party shall be responsible for the costs and expenses of its own legal practitioners and advisers. Any stamp duties payable on the instrument of transfer and the registration fees payable to the CAC shall be borne by the Buyer.
§ 14. INDEMNITY
14.1 Each Party undertakes to indemnify and hold harmless the other Party against any costs, losses, claims, damages, expenses, liabilities (whether joint or several) or actions in respect thereof which the other Party may incur in the event that any representation or warranty given by that Party in this Agreement proves inaccurate, or in the event that that Party is in breach of any covenant contained in this Agreement.
§ 15. CONFIDENTIALITY
15.1 The Parties agree:
(i) to keep the confidential information secret at all times;
(ii) not to distribute, disclose, reproduce or otherwise communicate any confidential information to any person or entity other than the parties to this Agreement;
(iii) not to disclose the confidential information or permit any unauthorised disclosure to any third party without the prior written consent of the other Party; and
(iv) not to use the confidential information in whole or in part for any purpose other than the purpose contemplated by this Agreement.
15.2 The Parties shall treat all information relating to this Agreement as confidential and shall handle the confidential information so as to prevent any unauthorised disclosure thereof.
15.3 Each Party undertakes to take proper and reasonable measures to ensure the confidentiality of the confidential information, and to comply with the Nigeria Data Protection Act 2023 in respect of any personal data processed in connection with this Agreement.
15.4 The provisions of this clause shall not prohibit the disclosure of any information to the extent that:
(i) it is required to be disclosed by any valid order of a court of competent jurisdiction or by the rules of any governmental or regulatory authority, in which case the disclosing party shall notify the other Party;
(ii) the disclosure or use is required to vest the full benefit of this Agreement;
(iii) it is or comes into the public domain otherwise than through the default of the receiving party; or
(iv) it is disclosed to professional advisers who are themselves bound to maintain the confidentiality of the confidential information.
15.5 The Parties acknowledge that any breach of this clause shall entitle the disclosing party to specific performance and other equitable reliefs to enforce the provisions of this Agreement.
15.6 The Parties shall remain bound by this confidentiality obligation notwithstanding the termination of this Agreement.
§ 16. FORCE MAJEURE
16.1 Neither Party shall, prior to the Completion Date, be liable for any failure to fulfil any term of this Agreement where such fulfilment has been delayed, hindered, interfered with or prevented by force majeure, which for the purposes of this Agreement means any circumstance:
(i) which is beyond a Party's reasonable control;
(ii) which such Party could not reasonably have avoided or overcome; and
(iii) which is not attributable to the other Party.
16.2 Without prejudice to the generality of the foregoing, force majeure shall include:
(i) war, hostilities or invasion;
(ii) rebellion, terrorism, revolution, insurrection, military or usurped power;
(iii) riot, civil disorder, epidemic, pandemic, or any act of God which may reasonably affect the ability of a Party to fulfil its obligations under this Agreement.
§ 17. NOTICES
17.1 All notices or communications given or made under this Agreement shall be in writing.
17.2 Any such notice shall be deemed to have been duly given if:
(i) sent by personal delivery, upon delivery at the address of the relevant Party;
(ii) sent by courier service, upon receipt of confirmation of delivery; or
(iii) sent by electronic mail, upon confirmation of transmission.
17.3 The addresses for service of notices are as follows:
In the case of the Seller:
________
Address: ________
Email: ________
In the case of the Buyer:
________
Address: ________
Email: ________
In the case of the Company:
________
Address: ________
Attention: ________
Email: ________
17.4 Any Party may designate a different address by giving written notice to the other Parties.
§ 18. GOVERNING LAW
18.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
§ 19. DISPUTE RESOLUTION AND JURISDICTION
19.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the Parties shall first endeavour to resolve the same amicably through mutual negotiation and consultation within thirty (30) days.
19.2 Where the Parties are unable to resolve the dispute amicably, the dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023, before a sole arbitrator to be agreed by the Parties or, failing agreement, appointed in accordance with the said Act. The seat of arbitration shall be ________ and the proceedings shall be conducted in the English language.
19.3 Subject to § 19.2, the Parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria in respect of any matter relating to this Agreement.
§ 20. ASSIGNMENT
20.1 Neither Party may assign or transfer any of its rights, benefits or obligations under this Agreement without the prior written consent of the other Parties.
§ 21. ENTIRE AGREEMENT
21.1 This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, arrangements and understandings between them relating to the subject matter hereof.
§ 22. WAIVER
22.1 Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to the benefit thereof. No delay or omission in exercising any right shall be construed as a waiver of that or any other right.
§ 23. SEVERABILITY
§ 24. AMENDMENT
24.1 No amendment, modification or variation of this Agreement shall be valid or binding on the Parties unless made in writing and duly signed by or on behalf of all the Parties to this Agreement.
§ 25. COUNTERPARTS
25.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.
SIGNED, SEALED AND DELIVERED by the within named Seller
_________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ........................................................................
THE COMMON SEAL of the within named Company
________
was hereunto affixed in the presence of:
____________________________
DIRECTOR
Name: ________
____________________________
DIRECTOR/SECRETARY
Name: ________
SIGNED, SEALED AND DELIVERED by the within named Buyer
_________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ........................................................................
SCHEDULE
WARRANTIES
1. Incorporation and Power of the Company
The Company is a private company limited by shares, duly incorporated and validly existing under the laws of the Federal Republic of Nigeria, and has the corporate power and has obtained all Authorisations required to conduct its business as presently conducted and to enter into and comply with its obligations under this Agreement and any other agreement referred to herein.
2. Memorandum and Articles of Association of the Company
The business and affairs of the Company are being conducted in accordance with its Memorandum and Articles of Association. The copies of the Memorandum and Articles delivered to the Buyer are true, up-to-date and correct copies thereof.
3. Books and Records
The books and records of the Company, including without limitation its register of members, register of directors and secretaries, and minute books, are complete and correct in all material respects and accurately and fairly reflect all meetings and corporate actions of the Company's shareholders, board of directors and company secretary, and the nature of the transactions of the Company, as required under the Act.
4. Due Authorisation
(a) The Company has full power, capacity, authority and legal right to carry on its business as now conducted and to perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement and any other agreement referred to herein, and the consummation of the Transaction, are within the corporate powers of the Company and have been duly authorised by all requisite corporate actions, and the persons executing and delivering this Agreement have been duly authorised to do so.
(c) The Seller has obtained all Authorisations required to execute, perform and comply with its obligations under this Agreement, the Transaction is validly authorised by all necessary corporate actions of the Company, and upon Completion the Shares will be transferred to the Buyer free from Encumbrances.
5. Title to Shares
The Seller has good and marketable title to all the Shares, free and clear of any Encumbrance. The Shares are not subject to any outstanding option, warrant, call, pre-emptive right or similar right of any party to acquire the same, or any lien, save for restrictions imposed by applicable law. Upon Completion, title to the Shares shall be transferred to the Buyer.
6. No Conflict
The Seller's execution and performance of its obligations under this Agreement does not:
(i) conflict with any term or condition of any agreement to which the Seller is a party or by which it is bound;
(ii) violate the provisions of the Articles of the Company;
(iii) violate any Authorisation, judgment, order, statute or regulation applicable to the Seller; or
(iv) result in the creation or imposition of any Encumbrance upon the Shares.
7. Material Adverse Change
No event or condition which could have a Material Adverse Change on the Seller or the Company has occurred.
8. Litigation
(a) The Seller is not engaged in any litigation, arbitration or administrative proceedings the outcome of which may have a Material Adverse Change on the Transaction.
(b) No judgment or order has been issued by any court, tribunal or administrative body which may have a Material Adverse Change on the Transaction.
9. Compliance with Law
The Seller and the Company are in compliance with all applicable laws and have not received any advice or notice of any non-compliance with any law or administrative order.
10. Disclosures
This Agreement, and every certificate or document delivered in connection with this Transaction, contains true statements of all material facts and does not omit any material fact necessary to make the statements contained therein not misleading.
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