The Sale Of Shares Form is a crucial legal document used in Nigerian corporate transactions when transferring ownership of company shares from one party to another. This document is essential for both private and public companies operating under Nigerian law, particularly in compliance with the Companies and Allied Matters Act (CAMA) 2020. It is used whenever there is a need to document share transfers, whether in the context of complete business sales, partial exits, or corporate restructuring. The document captures vital information including share values, payment terms, warranties, and regulatory compliance requirements. It must be properly stamped and registered with relevant authorities such as the Corporate Affairs Commission to be legally effective. The agreement becomes particularly important in cross-border transactions where additional regulatory considerations, such as foreign exchange regulations and investment promotion laws, come into play.
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1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
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 share sale
6. Completion: Details of when, where, and how completion will take place, including actions required at completion
7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business
8. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
9. Limitations on Liability: Limitations on the seller's liability under the warranties and other provisions
10. Confidentiality: Obligations regarding confidential information and announcements
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. Boilerplate Provisions: Standard provisions including entire agreement, variations, severability, etc.
1. Tax Covenants: Detailed tax-related provisions, used when specific tax arrangements or indemnities are required
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant business knowledge
3. Management Transition: Provisions for handover of management, used when seller is involved in company management
4. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
5. Foreign Exchange Provisions: Special provisions for currency conversion and foreign exchange, used with international parties
6. Pre-emption Rights: Provisions regarding existing shareholders' rights, used when company has multiple shareholders
7. Regulatory Compliance: Additional compliance provisions, used when specific regulatory approvals are needed
1. Share Details: Details of the shares being sold including share certificates numbers and class of shares
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Warranties: Detailed warranties about the company, its business and assets
4. Company Information: Key information about the company including corporate details and financial statements
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Required Consents: List of third-party consents required for the transaction
7. Intellectual Property: Details of company's intellectual property rights if significant to the transaction
8. Material Contracts: Summary of company's material contracts affected by the transaction
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