The Shareholders Agreement Transfer Of Shares is a crucial document used in Nigerian corporate transactions when existing shareholders wish to transfer their shareholding to other parties, whether existing shareholders or new investors. This agreement is essential for companies operating under Nigerian law, particularly in compliance with the Companies and Allied Matters Act (CAMA) 2020. It serves multiple purposes including documenting the terms of the transfer, protecting both parties' interests, ensuring regulatory compliance, and maintaining clear corporate records. The agreement becomes particularly important in situations involving significant ownership changes, foreign investment, or when specific conditions need to be attached to the share transfer. It must address various aspects including share valuation, payment terms, warranties, and regulatory requirements, while also considering tax implications and corporate governance issues.
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1. Parties: Identification of all parties including transferor(s), transferee(s), and the company
2. Background: Context of the agreement including current shareholding structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core terms of the share transfer including number, class, and price of shares
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Payment Terms: Structure and timing of payment for the shares
7. Representations and Warranties: Statements of fact and assurances from both transferor and transferee
8. Pre-completion Obligations: Actions required before completion of the transfer
9. Post-completion Obligations: Actions required after completion of the transfer
10. Company's Obligations: Company's responsibilities in facilitating the transfer
11. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag-Along Rights: Include when majority shareholders need right to force minority shareholders to join in sale
3. Non-compete Provisions: Include when transferor should be restricted from competing post-transfer
4. Foreign Investment Provisions: Include when transfer involves foreign shareholders or investment
5. Share Valuation Mechanism: Include when price is not fixed and needs a calculation method
6. Tax Indemnities: Include when specific tax risks need to be allocated between parties
7. Regulatory Approval Requirements: Include when transfer requires specific regulatory approvals
8. Management Provisions: Include when transfer affects company management rights
1. Details of Shares: Complete details of shares being transferred including share certificates numbers
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Transfer Instrument: Standard share transfer form as required by CAMA
4. Warranties: Detailed list of warranties given by transferor and transferee
5. Company Information: Key company information including assets, liabilities, and material contracts
6. Board Resolutions: Pro-forma board resolutions approving the transfer
7. Regulatory Filings: List of required regulatory filings and forms
8. Payment Schedule: Detailed payment terms and schedule if payment is in installments
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