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The Security Transfer Agreement is a critical legal instrument used in Nigerian financial and corporate transactions to document and execute the transfer of securities between parties. It is essential when transferring shares, bonds, debentures, or other securities, whether in private transactions or market-based transfers. The document must comply with the Investment and Securities Act 2007, Companies and Allied Matters Act 2020, and relevant SEC regulations. It typically includes detailed provisions about the securities being transferred, consideration, completion mechanics, representations about ownership and authority, and registration requirements. This agreement is particularly important in Nigeria's developing capital market, where proper documentation and regulatory compliance are crucial for protecting parties' interests and ensuring valid transfers.

1. Parties: Identification of the transferor and transferee, including full legal names and addresses

2. Background: Context of the transfer, identification of the securities, and current ownership status

3. Definitions: Key terms used throughout the agreement, including 'Securities', 'Transfer Date', 'Completion', etc.

4. Agreement to Transfer: Core agreement section detailing the transfer commitment and basic terms

5. Consideration: Details of the payment or other consideration for the transfer

6. Completion: Requirements and mechanics for completing the transfer, including timing and deliverables

7. Transferor's Representations and Warranties: Warranties about ownership, authority to transfer, no encumbrances, etc.

8. Transferee's Representations and Warranties: Warranties about authority to purchase, regulatory compliance, etc.

9. Registration and Notices: Requirements for registering the transfer and notifying relevant authorities

10. Costs and Stamp Duty: Allocation of transfer costs and stamp duty responsibilities

11. Further Assurance: Obligation to take additional steps needed to perfect the transfer

12. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction for disputes