The Shareholder Sale Agreement is a crucial document used in Nigerian corporate transactions when one or more shareholders wish to sell their shares to another party. It is essential for both private and public companies operating under Nigerian law, particularly in compliance with CAMA 2020 and the Investment and Securities Act 2007. The agreement becomes necessary when shareholders decide to exit their investment, during corporate restructuring, or in strategic investment scenarios. It typically includes comprehensive details about the transaction structure, share valuation, payment terms, warranties, and representations, while incorporating specific Nigerian regulatory requirements such as corporate approvals, stamp duty obligations, and where applicable, foreign investment provisions. This document is particularly important as it provides legal certainty and protection for both parties while ensuring the transaction meets all local regulatory requirements.
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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 mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics and requirements for closing the transaction
8. Seller Warranties: Warranties regarding the shares, company, and seller's capacity
9. Buyer Warranties: Warranties regarding buyer's capacity and funding
10. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
11. Tax Covenant: Provisions dealing with tax liabilities and indemnities
12. Confidentiality: Obligations regarding transaction confidentiality and announcements
13. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Non-Competition: Restrictions on seller's future competing activities - include when seller has operational knowledge
2. Break Fee: Compensation if either party fails to complete - include in high-value transactions
3. Earn-out Provisions: Additional payment terms based on future performance - include when price includes contingent elements
4. Foreign Exchange Provisions: Special provisions for currency conversion and payment - include when international parties involved
5. Tag-Along Rights: Rights of remaining shareholders to join the sale - include in partial stake sales
6. Regulatory Compliance: Specific provisions for regulatory approvals - include when transaction requires regulatory clearance
1. Share Details: Details of shares being sold including share certificates numbers and class rights
2. Company Information: Key details about the company including corporate information and structure
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: List and details of company properties if material to transaction
5. Intellectual Property: Schedule of company's IP rights if material to transaction
6. Material Contracts: List of important contracts affecting the company's business
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Disclosure Letter: Seller's disclosures against the warranties
9. Board Resolution Format: Format for required corporate approvals
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