The Company Acquisition Agreement serves as the primary transaction document for corporate acquisitions in Nigeria, whether involving domestic or international parties. This document is essential when one entity seeks to purchase another company's shares or assets, requiring careful consideration of Nigerian regulatory requirements, including CAMA 2020, competition laws, and sector-specific regulations. The agreement typically includes detailed provisions on purchase price mechanics, warranties, indemnities, conditions precedent, and completion procedures, while addressing specific Nigerian legal requirements such as local shareholding restrictions, regulatory approvals, and tax implications. It's particularly crucial for ensuring compliance with Nigerian corporate law while providing a clear framework for the transaction's execution and post-completion obligations.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the assets or shares being sold and purchased
5. Purchase Price: Details of consideration, payment terms, adjustments, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Process and requirements for closing the transaction, including timing and deliverables
9. Warranties: Seller's representations and warranties about the business, assets, and liabilities
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Covenants: Specific provisions relating to tax matters and indemnities
12. Confidentiality: Obligations regarding confidential information and announcements
13. Non-Competition and Non-Solicitation: Restrictions on seller's future activities
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
15. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Specific provisions for employee transfers and protection, required when significant workforce is involved
3. Intellectual Property Rights: Detailed IP provisions when the target company has significant IP assets
4. Real Estate: Specific provisions for property transfers when significant real estate assets are involved
5. Environmental Matters: Required for businesses with environmental risks or compliance obligations
6. Data Protection: Specific provisions for handling personal data when significant customer data is involved
7. Regulatory Compliance: Additional provisions for heavily regulated industries
8. Foreign Investment Provisions: Required when the buyer is a foreign entity
9. Transition Services: Used when post-completion services are required from the seller
1. Company Details: Detailed information about the target company including corporate information and structure
2. Properties: List and details of all real estate owned or leased by the target company
3. Intellectual Property: Schedule of all IP rights owned or licensed by the target company
4. Material Contracts: List and copies of all material contracts and agreements
5. Employee Information: Details of all employees, including terms of employment and benefits
6. Financial Statements: Recent financial statements and management accounts
7. Encumbrances: Details of all liens, charges, and encumbrances affecting the business
8. Completion Deliverables: List of all documents and items to be delivered at completion
9. Warranty Deed: Detailed warranties given by the seller
10. Tax Indemnity: Specific tax indemnities and mechanisms for tax claims
11. Disclosed Matters: Information disclosed against the warranties
12. Required Consents: List of third-party and regulatory consents required
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