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Contract For Sale Of Shares In A Private Company
"I need a Contract For Sale Of Shares In A Private Company for the sale of 60% shareholding in a Nigerian technology company, with completion scheduled for March 2025 and including special provisions for intellectual property rights and an earn-out mechanism based on the company's performance over the next two years."
1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being sold
2. Background: Context of the transaction, including current shareholding structure and reason for sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
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 completion obligations
7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
9. Limitations on Seller's Liability: Limitations on claims under warranties and indemnities
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant market knowledge
3. Corporate Governance: Post-completion management arrangements, used for partial share sales where seller retains interest
4. Regulatory Compliance: Specific provisions for regulatory approvals, used when transaction requires regulatory clearance
5. Employee Matters: Provisions regarding key employees and management, used when retention is crucial
6. Intellectual Property: Specific IP-related provisions, used when company has significant IP assets
7. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
1. Share Details: Details of the shares being sold including share certificates and transfer history
2. Company Information: Key details about the company including corporate information and financial statements
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: Details of company's real estate assets and leases
5. Material Contracts: List and details of important commercial contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the company
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Disclosure Letter: Seller's disclosures against the warranties
Authors
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Nigerian Law
Purchase Price
Sale Shares
Seller
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Transaction Documents
Warranties
Working Capital
Business
Board
Claims
Disclosed
Employees
Governmental Authority
Liability
Losses
Management Accounts
Ordinary Course of Business
Permitted Encumbrances
Related Party
Representatives
Share Capital
Transfer
Working Hours
Sale and Purchase of Shares
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Corporate Governance
Share Transfer Restrictions
Board Composition
Representations
Future Share Issues
Tag-Along Rights
Drag-Along Rights
Dispute Resolution
Governing Law
Force Majeure
Termination
Notices
Assignment
Costs and Expenses
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Counterparts
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Agriculture
Telecommunications
Professional Services
Mining
Transportation
Construction
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
Compliance Officer
Tax Director
Board Director
Managing Director
Financial Controller
Investment Banker
Corporate Advisory Manager
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