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Agreement For Sale Of Shares To Another Shareholder
"I need an Agreement For Sale Of Shares To Another Shareholder under Nigerian law for the sale of 25% shareholding in a technology startup, with payment to be made in three installments between January and June 2025, and including non-compete provisions for the Lagos metropolitan area."
1. Parties: Identification of the Seller and Buyer with full legal names and addresses
2. Background: Context of the transaction, including current shareholding structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class, and sale price
5. Conditions Precedent: Any conditions that must be met before completion can occur
6. Completion: Details of when, where and how completion will take place
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
9. Confidentiality: Obligations regarding confidential information
10. Costs: Allocation of transaction costs including stamp duty
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including entire agreement, variation, and severance
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived
2. Regulatory Approvals: Required if the transaction needs specific regulatory approvals
3. Foreign Exchange Provisions: Required if the transaction involves foreign currency or overseas parties
4. Post-Completion Obligations: Required if there are continuing obligations after completion
5. Non-Compete Provisions: Optional restrictions on the seller's future business activities
6. Tax Indemnities: Specific tax-related indemnities beyond general warranties
7. Installment Payment Terms: Required if payment is to be made in installments
8. Tag-Along Rights: Required if remaining shareholders are granted rights to join the sale
9. Board Resignation: Required if the selling shareholder is also resigning from board positions
1. Share Details: Detailed description of the shares being sold including share certificate numbers
2. Company Information: Key details about the company including registration number, registered office, and directors
3. Warranties: Detailed warranties and representations by the seller
4. Completion Requirements: List of documents and actions required at completion
5. Board Resolution: Copy of board resolution approving the share transfer
6. Regulatory Filings: Forms and notices required for CAC and other regulatory bodies
7. Existing Shareholders' Rights: Summary of any existing shareholders' agreements or rights affecting the transfer
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Agriculture
Telecommunications
Professional Services
Mining
Construction
Media and Entertainment
Transportation and Logistics
Education
Legal
Corporate Secretariat
Finance
Compliance
Risk Management
Corporate Development
Executive Leadership
Board of Directors
Investment
Corporate Governance
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Shareholder
Corporate Governance Officer
Risk Manager
Transaction Advisory Manager
Business Development Director
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