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Shareholder Transfer Agreement
"I need a Shareholder Transfer Agreement for the sale of 25,000 ordinary shares in my Nigerian tech startup to a local investor, with completion scheduled for March 15, 2025, including standard warranties and a 12-month non-compete clause."
1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred
2. Background: Context of the transfer, including current shareholding structure and reason for transfer
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the transfer including number of shares, class, and price
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: Standard warranties from both transferor and transferee regarding capacity, ownership, and shares
8. Covenants: Ongoing obligations of the parties pre and post-completion
9. Tax Matters: Allocation of tax liabilities and responsibilities
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Nigerian law and jurisdiction
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale
2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join the sale
3. Non-Competition: Include when the transferor should be restricted from competing post-transfer
4. Foreign Exchange Provisions: Include for international transfers requiring currency exchange
5. Regulatory Approval: Include when the transfer requires specific regulatory approvals
6. Share Retention: Include when there are restrictions on further transfer of shares
7. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares
1. Share Details: Detailed description of shares being transferred including share certificates numbers
2. Completion Requirements: Checklist of documents and actions required for completion
3. Warranties: Detailed warranties given by transferor regarding the company and shares
4. Company Information: Key company details including assets, liabilities, and material contracts
5. Board Resolution: Copy of board resolution approving the transfer
6. Regulatory Filings: Forms and notices required for CAC and other regulatory bodies
7. Payment Schedule: If payment is in installments, detailed payment timeline and terms
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Telecommunications
Agriculture
Construction
Mining
Professional Services
Transportation
Education
Legal
Corporate Secretariat
Finance
Compliance
Risk Management
Corporate Governance
Investment
Board Secretariat
Mergers & Acquisitions
Due Diligence
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Investment Manager
Compliance Officer
Board Director
Shareholder
Corporate Governance Officer
Risk Manager
Transaction Advisory Manager
Due Diligence Specialist
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