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Share Sell Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Sell Agreement

"I need a Share Sale Agreement for the sale of 60% shareholding in a private Nigerian technology company, with completion scheduled for March 2025 and including an earn-out mechanism based on the company's performance over the next two years."

Document background
A Share Sale Agreement is a fundamental document used in Nigerian corporate transactions to facilitate the transfer of company shares between parties. This agreement is essential when conducting share acquisitions in Nigeria and must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The document typically includes comprehensive details about the transaction, including the number and class of shares being sold, purchase price, payment mechanisms, warranties about the company's condition, and completion procedures. It's particularly important in both private and public company contexts, requiring careful consideration of Nigerian corporate law requirements, tax implications, and regulatory approvals. The agreement serves to protect both parties' interests while ensuring a legally compliant transfer of share ownership.
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 details of the company whose shares are being sold

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 both parties between signing and completion

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

8. Seller Warranties: Warranties given by the seller regarding the shares and the company

9. Buyer Warranties: Basic warranties given by the buyer, including capacity to purchase

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

11. Confidentiality: Obligations regarding transaction confidentiality and announcements

12. Tax Matters: Tax-related provisions and allocations of tax liabilities

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Tag Along Rights: Optional section for minority shareholders' rights to join in the sale

2. Non-Competition: Restrictions on seller's future competitive activities, if applicable

3. Earn-out Provisions: Additional payment terms based on future performance, if part of the deal

4. Employee Matters: Specific provisions regarding key employees or management, if relevant

5. Intellectual Property Rights: Specific provisions for companies where IP is a significant asset

6. Foreign Investment Provisions: Additional provisions required for foreign buyers

7. Break Fee: Provisions for payment if the deal fails to complete under specific circumstances

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates numbers and class

2. Purchase Price Calculation: Detailed calculation of the purchase price if complex mechanics involved

3. Conditions Precedent: Detailed list of all conditions precedent to be satisfied

4. Completion Obligations: Detailed list of all documents to be delivered and actions to be taken at completion

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

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

7. Disclosed Matters: List of matters disclosed against the warranties

8. Properties: Details of any material properties owned by the company

9. Form of Resignation Letters: Template resignation letters for retiring directors if applicable

10. Material Contracts: List and/or copies of material contracts of the company

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

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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Telecommunications

Healthcare

Agriculture

Mining

Retail

Professional Services

Construction

Transportation

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Executive Leadership

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Business Development Director

Mergers & Acquisitions Director

Corporate Finance Manager

Tax Director

Compliance Officer

Investment Banker

Private Equity Manager

Board Director

Finance 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

Find the exact document you need

Share Sell Agreement

A Nigerian law-governed agreement for the sale and transfer of company shares between seller and buyer, including terms, warranties, and completion requirements.

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