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Bill Of Sale Stock Purchase Agreement
"I need a Bill of Sale Stock Purchase Agreement under Nigerian law for the sale of 45% shareholding in a private technology company, with payment in three installments and special provisions for technology transfer rights."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanisms
5. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Completion: Details of when, where, and how completion will take place, including actions required at completion
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
9. Tax Matters: Allocation of tax liabilities and responsibilities
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived
2. Regulatory Approvals: Required if the transaction needs specific regulatory approvals
3. Non-competition: Include if the seller needs to be restricted from competing post-sale
4. Employee Matters: Required if there are specific arrangements regarding key employees
5. Foreign Investment Provisions: Include if the buyer is a foreign entity
6. Break Fee: Include if there's an agreement on fees payable if the transaction fails
7. Earn-out Provisions: Include if part of the purchase price is contingent on future performance
1. Share Details: Details of the shares being sold including share certificate numbers and class of shares
2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Company Information: Key details about the company including corporate information and financial statements
4. Warranties: Detailed warranties about the company and its business
5. Completion Requirements: Detailed list of documents and actions required at completion
6. Corporate Approvals: Copies of relevant board and shareholder resolutions
7. Encumbrances: Details of any existing encumbrances on the shares
8. Required Consents: List of third-party consents required for the transaction
Authors
Business Day
Buyer
CAMA
CAC
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Long Stop Date
Material Adverse Change
Nigerian Law
Notice
Parties
Purchase Price
Related Persons
Relevant Authority
Sale Shares
Seller
Share Capital
Shareholders Agreement
Signing Date
Subsidiary
Tax
Transaction
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Indemnification
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Amendments
Waiver
Third Party Rights
Counterparts
Authority and Capacity
Regulatory Compliance
Share Transfer Mechanics
Corporate Approvals
Encumbrances
Due Diligence
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Agriculture
Telecommunications
Mining
Construction
Professional Services
Education
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Investment
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Mergers & Acquisitions Director
Business Development Manager
Finance Director
Compliance Officer
Corporate Governance Officer
Risk Manager
Investment Banker
Portfolio Manager
Private Equity Manager
Venture Capital Manager
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