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Share Buyout Agreement
"I need a Share Buyout Agreement under Nigerian law for the purchase of 40% shareholding in a private technology company, with completion scheduled for March 2025 and including standard non-compete provisions for the selling shareholder."
1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the buyout
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 basic mechanics of the transfer
5. Purchase Price: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
9. Tax Matters: Tax-related warranties, indemnities, and obligations
10. Confidentiality: Obligations regarding transaction confidentiality and company 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
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller might compete with the business
2. Earn-out Provisions: Structure for additional payments based on future performance, used when price includes contingent elements
3. Employee Matters: Provisions regarding key employees, used when employment arrangements are crucial to the transaction
4. Intellectual Property Rights: Special provisions for IP transfer/protection, used when IP is significant to the business
5. Foreign Exchange Provisions: Special provisions for foreign currency payments, used with international parties
6. Break Fee: Compensation if deal fails, used in higher-value transactions with significant due diligence costs
7. Regulatory Compliance: Additional compliance requirements, used when specific regulatory approvals are needed
1. Share Details: Details of the shares being transferred including share certificates numbers and class rights
2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Completion Requirements: Checklist of documents and actions required at completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key details about the company including corporate information and financial statements
6. Encumbrances: List of any existing charges or encumbrances on the shares
7. Required Consents: List of third-party and regulatory consents required
8. Disclosed Matters: Information disclosed against the warranties
Authors
Board
Business Day
CAMA
CAC
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Naira
Notice
Parties
Purchase Price
Purchaser
Sale Shares
SEC
Seller
Shares
Signing Date
Stamp Duties
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Costs and Expenses
Stamp Duty
Governing Law
Dispute Resolution
Regulatory Compliance
Foreign Exchange
Share Transfer Mechanics
Board Approval
Shareholder Approval
Third Party Rights
Waiver
Counterparts
Financial Services
Manufacturing
Technology
Real Estate
Energy
Telecommunications
Healthcare
Retail
Agriculture
Mining
Construction
Professional Services
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Tax
Board of Directors
Executive Management
Company Secretariat
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Director
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Compliance Officer
Tax Manager
Board Director
Managing Director
Investment Banker
Private Equity Manager
Corporate Development Director
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