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Shareholders Agreement Transfer Of Shares
"I need a Shareholders Agreement Transfer Of Shares for my Lagos-based technology company, where I'm selling 30% of my shares to a foreign investor, with completion scheduled for March 2025 and payment in installments over 6 months."
1. Parties: Identification of all parties including transferor(s), transferee(s), and the company
2. Background: Context of the agreement including current shareholding structure 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 terms of the share transfer including number, class, and price of shares
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Payment Terms: Structure and timing of payment for the shares
7. Representations and Warranties: Statements of fact and assurances from both transferor and transferee
8. Pre-completion Obligations: Actions required before completion of the transfer
9. Post-completion Obligations: Actions required after completion of the transfer
10. Company's Obligations: Company's responsibilities in facilitating the transfer
11. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag-Along Rights: Include when majority shareholders need right to force minority shareholders to join in sale
3. Non-compete Provisions: Include when transferor should be restricted from competing post-transfer
4. Foreign Investment Provisions: Include when transfer involves foreign shareholders or investment
5. Share Valuation Mechanism: Include when price is not fixed and needs a calculation method
6. Tax Indemnities: Include when specific tax risks need to be allocated between parties
7. Regulatory Approval Requirements: Include when transfer requires specific regulatory approvals
8. Management Provisions: Include when transfer affects company management rights
1. Details of Shares: Complete details of shares being transferred including share certificates numbers
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Transfer Instrument: Standard share transfer form as required by CAMA
4. Warranties: Detailed list of warranties given by transferor and transferee
5. Company Information: Key company information including assets, liabilities, and material contracts
6. Board Resolutions: Pro-forma board resolutions approving the transfer
7. Regulatory Filings: List of required regulatory filings and forms
8. Payment Schedule: Detailed payment terms and schedule if payment is in installments
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Telecommunications
Agriculture
Mining
Retail
Professional Services
Construction
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Development
Investment Relations
Tax
Corporate Governance
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Board Director
Managing Director
Corporate Governance Officer
Financial Controller
Investment Analyst
Tax Manager
Risk Manager
Shareholder Relations Manager
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