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Contract For Sale Of Shares In A Private Company Template for Nigeria

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Key Requirements PROMPT example:

Contract For Sale Of Shares In A Private Company

"I need a Contract For Sale Of Shares In A Private Company for the sale of 60% shareholding in a Nigerian technology company, with completion scheduled for March 2025 and including special provisions for intellectual property rights and an earn-out mechanism based on the company's performance over the next two years."

Document background
The Contract For Sale Of Shares In A Private Company is a crucial document used in Nigerian corporate transactions when transferring ownership of shares in a private company. It is essential for both small-scale transfers and major corporate acquisitions, providing a legally binding framework that ensures compliance with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020. The document is used when shareholders wish to sell their stake in a private company, whether partially or entirely, and requires careful consideration of various aspects including share valuation, warranties, tax implications, and regulatory requirements. It protects both buyers' and sellers' interests by clearly documenting the transaction terms, conditions precedent, completion mechanics, and post-completion obligations. The agreement's complexity often necessitates input from legal, financial, and corporate advisors to ensure all aspects of Nigerian corporate and tax law are properly addressed.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being sold

2. Background: Context of the transaction, including current shareholding structure and reason for 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, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the sale

6. Completion: Details of when, where and how completion will take place, including completion obligations

7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell

8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase

9. Limitations on Seller's Liability: Limitations on claims under warranties and indemnities

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for giving formal notices under the agreement

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution formalities

Optional Sections

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

2. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant market knowledge

3. Corporate Governance: Post-completion management arrangements, used for partial share sales where seller retains interest

4. Regulatory Compliance: Specific provisions for regulatory approvals, used when transaction requires regulatory clearance

5. Employee Matters: Provisions regarding key employees and management, used when retention is crucial

6. Intellectual Property: Specific IP-related provisions, used when company has significant IP assets

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

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates and transfer history

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

3. Warranties: Detailed warranties about the company, its business and assets

4. Properties: Details of company's real estate assets and leases

5. Material Contracts: List and details of important commercial contracts

6. Intellectual Property: Schedule of IP rights owned or licensed by the company

7. Completion Obligations: Detailed list of documents and actions required at completion

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

Authors

Alex Denne

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

Relevant legal definitions












































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Agriculture

Telecommunications

Professional Services

Mining

Transportation

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Business Development Manager

Risk Manager

Compliance Officer

Tax Director

Board Director

Managing Director

Financial Controller

Investment Banker

Corporate Advisory Manager

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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