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Shareholder Termination Agreement
"I need a Shareholder Termination Agreement for a retiring minority shareholder who owns 15% of our Nigerian technology company, with payment to be made in three installments ending March 2025."
1. Parties: Identification of the terminating shareholder, continuing shareholders, and the company
2. Background: Context of the shareholding and reasons for termination
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Valuation: Current shareholding details and agreed valuation of shares
5. Termination Mechanics: Process and steps for implementing the termination
6. Purchase Price and Payment Terms: Agreed price for shares and how/when payment will be made
7. Completion Requirements: Actions required to complete the termination including document delivery and filing requirements
8. Representations and Warranties: Standard warranties from both parties regarding authority, ownership, and capacity
9. Confidentiality: Obligations regarding company confidential information
10. Non-Compete and Non-Solicitation: Restrictions on the departing shareholder's future activities
11. Release and Waiver: Mutual release of claims and obligations
12. Tax Matters: Handling of tax implications and responsibilities
13. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
14. Notices: How formal communications should be made between parties
15. Execution: Signature blocks and execution requirements
1. Ongoing Projects: Required when the departing shareholder is involved in specific company projects that need transitioning
2. Intellectual Property Rights: Needed when the departing shareholder has created or been involved with company IP
3. Employee Matters: Required when the departing shareholder is also an employee or director
4. Continuing Obligations: Specific obligations that survive termination beyond standard provisions
5. Dispute Resolution: Detailed ADR procedures if parties want specific resolution mechanisms
6. Third Party Rights: Required when other stakeholders' rights need to be addressed
7. Insurance and Indemnification: Needed when specific risks need to be allocated post-termination
1. Share Certificate Details: Copies and details of share certificates being transferred
2. Valuation Report: Independent valuation of shares if applicable
3. Payment Schedule: If payment is to be made in installments
4. Company Resolution: Board/shareholder resolutions approving the termination
5. Required Regulatory Filings: List of forms and filings required with CAC and other authorities
6. Outstanding Loans or Obligations: Details of any shareholder loans or obligations to be settled
7. Resignation Letters: If the shareholder holds any corporate positions
Authors
Board
Business Day
CAMA
CAC
Company
Completion
Completion Date
Confidential Information
Continuing Shareholders
Departing Shareholder
Effective Date
Encumbrance
Group
Intellectual Property Rights
Losses
Material Adverse Change
Parties
Purchase Price
Related Parties
Relevant Securities
Restricted Business
Restricted Period
Sale Shares
Share Certificate
Shareholders Agreement
Subsidiary
Tax
Territory
Third Party Rights
Transaction Documents
Transfer
Valuation Date
Working Hours
Share Transfer
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Confidentiality
Non-Compete
Non-Solicitation
Release and Waiver
Tax Covenants
Indemnification
Regulatory Compliance
Further Assurance
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Amendment
Third Party Rights
Costs and Expenses
Governing Law
Dispute Resolution
Counterparts
Survival
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Agriculture
Professional Services
Telecommunications
Mining
Construction
Education
Transportation
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Board of Directors
Corporate Governance
Tax
Risk Management
Shareholder Relations
Investment Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Finance Director
Compliance Officer
Board Director
Corporate Governance Officer
Investment Manager
Shareholder Relations Manager
Risk Manager
Tax Director
Company Registrar
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