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Share Transfer Agreement Between Shareholders
"I need a Share Transfer Agreement Between Shareholders for transferring 25% shareholding in a Nigerian tech startup from one founding shareholder to another existing shareholder, with a purchase price of ���50 million to be paid in three installments by March 2025."
1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses
2. Background: Context of the transfer, including company details and reason for transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class, and price
5. Consideration: Details of payment terms, timing, and method of payment
6. Completion: Timing and mechanics of completion, including deliverables and actions required
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Buyer's Warranties: Warranties regarding capacity to purchase and compliance with laws
9. Tax Matters: Treatment of tax liabilities and responsibilities
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for serving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
13. Execution: Signature blocks and execution formalities
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
2. Pre-emptive Rights Waiver: When other shareholders have pre-emptive rights that need to be addressed
3. Security Interest: When shares are being transferred subject to or free from existing security interests
4. Non-Competition: Restrictions on seller's future competitive activities, if relevant
5. Board Approval: When specific board approval mechanisms need to be documented
6. Tag-Along Rights: When other shareholders have tag-along rights that need to be addressed
7. Drag-Along Rights: When majority shareholders have drag-along rights that need to be addressed
8. Post-Completion Covenants: Specific obligations after completion of the transfer
1. Schedule 1 - Share Details: Detailed description of shares being transferred, including share certificate numbers
2. Schedule 2 - Company Information: Details of the company whose shares are being transferred
3. Schedule 3 - Warranties: Detailed warranties given by the seller
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
5. Schedule 5 - Form of Transfer Instrument: Standard share transfer form as required by Nigerian law
6. Schedule 6 - Corporate Authorizations: Copies of relevant corporate approvals and resolutions
7. Schedule 7 - Existing Encumbrances: Details of any existing charges or encumbrances on the shares
8. Schedule 8 - Payment Details: Bank account and payment mechanism details
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Telecommunications
Agriculture
Mining
Retail
Construction
Transportation
Education
Professional Services
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretariat
Tax
Risk Management
Corporate Governance
Investment Relations
Business Development
Executive Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Tax Manager
Finance Director
Compliance Officer
Investment Manager
Corporate Governance Officer
Board Director
Managing Director
Shareholder Relations Manager
Risk Manager
Business Development Director
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