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Sales Of Shares Agreement

Sales Of Shares Agreement Template for Nigeria

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales Of Shares Agreement for the sale of 60% shareholding in a Nigerian technology company, with provisions for an earn-out mechanism and specific warranties related to intellectual property assets, to be completed by March 2025."

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Document background
The Sales Of Shares Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It serves as the primary legal instrument documenting the terms and conditions of share transfers, whether for partial or complete ownership changes in a company. This agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and relevant tax laws. It is essential for both private and public company transactions, though public company transfers may require additional regulatory approvals. The document typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion requirements, while also addressing specific Nigerian regulatory requirements such as corporate approvals and stamp duty obligations.
Suggested Sections

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

2. Background: Context of the transaction, including company details and reason for the share sale

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. Consideration: Details of the purchase price, payment method, and timing

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Process and requirements for completing the transaction

9. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

10. Buyer's Warranties: Basic warranties regarding authority and capacity to purchase

11. Limitations on Liability: Limitations on warranty claims and general liability

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Announcements: Rules for making public announcements about the transaction

14. Notices: Process for serving formal notices under the agreement

15. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction

16. Boilerplate Provisions: Standard contractual provisions including entire agreement, variations, and severability

Optional Sections

1. Tax Covenants: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's future competing activities, used when seller remains active in the industry

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals

4. Break Fee: Compensation payable if either party fails to complete, used in high-value transactions

5. Employee Matters: Provisions dealing with key employees or management, used when retention is crucial

6. Intellectual Property: Special provisions for IP-rich companies, used when IP is a significant asset

7. Foreign Investment Provisions: Additional terms for foreign buyers, used when transaction involves international parties

8. Escrow Arrangements: Terms for holding funds in escrow, used when payment security is required

Suggested Schedules

1. Share Details: Detailed description of shares being sold including share certificates numbers

2. Company Information: Key details about the company including corporate information and structure

3. Warranties: Comprehensive warranties about the company and its business

4. Properties: Details of company's real estate assets if applicable

5. Intellectual Property: List of IP rights owned or used by the company

6. Material Contracts: Summary of key commercial contracts

7. Employees: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of completion deliverables and actions

9. Disclosed Matters: Information disclosed 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

Healthcare

Telecommunications

Agriculture

Mining

Retail

Professional Services

Construction

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Corporate Secretariat

Treasury

Tax

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Corporate Development Manager

Merger & Acquisition Specialist

Due Diligence Officer

Transaction Advisory Manager

Board Director

Compliance Officer

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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