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Contract For Shares Of A Company

Contract For Shares Of A Company Template for Nigeria

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Key Requirements PROMPT example:

Contract For Shares Of A Company

"I need a Contract For Shares Of A Company for the acquisition of 60% shareholding in a Nigerian technology startup by a foreign corporate investor, with completion planned for March 2025, including regulatory approval provisions and technology transfer warranties."

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Document background
The Contract For Shares Of A Company is a crucial legal instrument used in Nigerian corporate transactions for transferring ownership of company shares between parties. This document is essential when executing share sales in Nigeria, whether for partial or complete ownership transfers, and must comply with the Companies and Allied Matters Act (CAMA) 2020, the Investment and Securities Act 2007, and other relevant Nigerian legislation. The agreement is typically used in scenarios ranging from small private transactions to large corporate restructurings, and includes comprehensive provisions for share transfer mechanics, regulatory compliance, warranties, and protections for both buyers and sellers. It requires careful consideration of Nigerian corporate law requirements, including registration with the Corporate Affairs Commission and potential Securities and Exchange Commission approvals.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Recitals explaining the context of the transaction and company details

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be met before completion

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

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

8. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority

9. Limitations on Claims: Limitations on warranty claims and indemnities

10. Confidentiality: Obligations regarding transaction confidentiality

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

12. General Provisions: Standard boilerplate provisions including governing law and jurisdiction

Optional Sections

1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals

2. Foreign Investment Provisions: Required when the purchaser is a foreign entity

3. Tag-Along Rights: Optional protection for minority shareholders

4. Drag-Along Rights: Optional provision for majority shareholders

5. Non-Competition: Required when seller needs to be restricted from competing

6. Employee Matters: Required when there are key employee considerations

7. Tax Covenants: Required for complex tax arrangements or indemnities

8. Earn-out Provisions: Required when part of purchase price is contingent on future performance

Suggested Schedules

1. Share Details: Details of the shares being transferred including share certificates

2. Company Information: Key company details including assets, liabilities, and contracts

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

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Disclosed Matters: Information disclosed against the warranties

6. Property Schedule: Details of company's real property assets if relevant

7. Intellectual Property: Schedule of company's IP rights if relevant

8. Material Contracts: List and details of company's material contracts

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




















































Clauses














































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Agriculture

Healthcare

Telecommunications

Professional Services

Retail and Consumer Goods

Infrastructure

Education

Transportation and Logistics

Mining

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Investment

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Compliance Officer

Risk Manager

Company Director

Investment Banker

Corporate Lawyer

Transaction Advisory Manager

Board Member

Financial Controller

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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