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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for Nigeria

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Key Requirements PROMPT example:

Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares for the sale of 60% shareholding in a Nigerian technology company, with completion scheduled for March 2025, including earn-out provisions and ongoing management arrangements for the selling shareholders who will retain key positions in the company."

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Document background
The Contract Of Sale Of Shares is a fundamental transaction document used in Nigerian corporate practice when transferring ownership of shares in a company. It is essential for both private and public company transactions, though specific requirements may vary. The document is structured to comply with Nigerian legislation, particularly the Companies and Allied Matters Act 2020 and relevant securities laws. It becomes necessary when shareholders wish to sell their shareholding, during corporate restructuring, in merger and acquisition scenarios, or for investment transactions. The agreement typically includes detailed provisions on share valuation, payment terms, warranties about the company's condition, and various protections for both buyer and seller. It must address specific Nigerian regulatory requirements, including Corporate Affairs Commission registration, tax implications, and where applicable, Securities and Exchange Commission regulations.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being sold, and current ownership structure

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of the parties between signing and completion

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties and Representations: Seller's warranties about the shares, company, and business

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Requirements for public announcements about the transaction

12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

13. Notices: Process for serving notices under the agreement

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability

Optional Sections

1. Tax Covenant: Detailed tax indemnities and procedures - include when tax liabilities are a significant concern

2. Non-Competition: Restrictions on seller's competing activities - include when seller could compete with the business

3. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

4. Management Arrangements: Provisions regarding ongoing management - include when seller remains involved in management

5. Foreign Exchange Provisions: Specific provisions for currency conversion and payment - include for international transactions

6. Tag-Along/Drag-Along Rights: Rights for minority shareholders - include in partial stake sales

7. Regulatory Compliance: Specific regulatory obligations - include when dealing with regulated industries

Suggested Schedules

1. Details of the Company: Company information including registration details, share capital structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions precedent to completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of company's real estate assets

6. Intellectual Property: List of company's IP rights

7. Material Contracts: Summary of key contracts

8. Employee Information: Details of key employees and employment terms

9. Tax Affairs: Summary of tax positions and outstanding matters

10. Disclosure Letter: Seller's disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions















































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Healthcare

Agriculture

Mining

Retail

Professional Services

Construction

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Tax

Treasury

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Corporate Lawyer

Investment Banker

Financial Director

Compliance Officer

Tax Manager

Corporate Finance Manager

Mergers & Acquisitions Director

Business Development Manager

Investment Manager

Risk Manager

Board Director

Managing 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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