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Business Shares Agreement
"I need a Business Shares Agreement for the purchase of 60% shareholding in a Nigerian technology company by a foreign investor, with completion scheduled for March 2025 and including special provisions for technology transfer and local content requirements."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including current ownership structure and purpose of the share transfer
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core terms of the transaction, including number and class of shares being transferred and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
7. Completion: Specific requirements and mechanics for completing the share transfer, including timing and location
8. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business
9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement
10. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
11. Regulatory Compliance: Compliance with Nigerian law requirements, including CAMA 2020 and relevant regulatory approvals
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Foreign Investment Provisions: Required when the buyer is a foreign investor, addressing NIPC requirements
4. Local Content Requirements: Include for regulated sectors with specific Nigerian content requirements
5. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
6. Post-Completion Covenants: Include when specific post-sale obligations are required, such as non-compete provisions
7. Tax Indemnities: Include when specific tax risks need to be allocated between parties
8. Break Fee: Include when parties want to specify compensation for failed completion
1. Share Details: Detailed description of shares being transferred, including share certificate numbers and shareholder history
2. Company Information: Key details about the company, including corporate structure and financial information
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Properties and Assets: List of company's material assets and properties
5. Material Contracts: Summary of key contracts affecting the business
6. Intellectual Property: Details of company's IP rights and registrations
7. Employee Information: Details of key employees and employment terms
8. Completion Requirements: Detailed list of documents and actions required for completion
9. Corporate Approvals: Copies of required board and shareholder resolutions
Authors
Oil and Gas
Financial Services
Technology
Manufacturing
Agriculture
Telecommunications
Real Estate
Construction
Healthcare
Mining
Retail
Professional Services
Transportation
Energy
Legal
Finance
Corporate Secretariat
Compliance
Executive Management
Board of Directors
Mergers & Acquisitions
Business Development
Investment
Due Diligence
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Mergers & Acquisitions Director
Business Development Manager
Finance Director
Compliance Officer
Corporate Governance Officer
Board Director
Shareholder
Investment Banker
Due Diligence Officer
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