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Agreement For Sale Of Shares To Another Shareholder Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Agreement For Sale Of Shares To Another Shareholder is a crucial document used when an existing shareholder wishes to sell their shares to another shareholder within the same company under Nigerian law. This agreement is particularly important in private companies where share transfers are more restricted and regulated. It ensures compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including stamp duty requirements and securities regulations. The document typically includes detailed provisions about the share transfer process, payment terms, warranties, and representations, while also addressing any pre-emptive rights of other shareholders. It's commonly used in situations of partial exits, portfolio restructuring, or when shareholders wish to increase their ownership stake in the company.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































Clauses






























Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Agriculture

Telecommunications

Professional Services

Mining

Construction

Media and Entertainment

Transportation and Logistics

Education

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Corporate Development

Executive Leadership

Board of Directors

Investment

Corporate Governance

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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