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1. Parties: Identification of all business owners participating in the agreement
2. Background: Context of the business structure and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including triggering events, fair market value, and other specific terminology
4. Purchase Obligation: Core obligations of surviving/remaining owners to purchase shares upon triggering events
5. Triggering Events: Specific events that activate the purchase obligation (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methodology for determining the purchase price of business interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Funding Mechanism: Details of how purchases will be funded, including insurance policies if applicable
9. Transfer Procedures: Process and requirements for executing the transfer of business interests
10. Representations and Warranties: Standard declarations regarding authority, ownership, and compliance
11. Confidentiality: Provisions protecting sensitive business information
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Dispute Resolution: Procedures for resolving disagreements between parties
14. Notices: Requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional provision giving minority owners the right to join in a sale by majority owners
2. Drag-Along Rights: Optional provision allowing majority owners to force minority owners to join in a sale
3. Right of First Refusal: Optional provision giving existing owners priority rights to purchase shares before external sale
4. Insurance Requirements: Detailed section on insurance policies when life insurance is used as funding mechanism
5. Foreign Exchange Provisions: Required when agreement involves international parties or foreign currency transactions
6. Tax Matters: Specific provisions addressing tax implications and responsibilities
7. Company Option to Purchase: Alternative provision allowing the company itself to purchase shares before individual owners
8. Spousal Consent: Required when owners' spouses need to acknowledge and approve the agreement
1. Schedule 1 - Current Ownership Structure: Details of current ownership percentages and share distribution
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating business value and share price
3. Schedule 3 - Insurance Policies: List of insurance policies and details when used as funding mechanism
4. Schedule 4 - Transfer Documentation: Template forms for share transfer and related documentation
5. Schedule 5 - Contact Information: Detailed contact information for all parties and relevant advisors
6. Appendix A - Corporate Documents: Copies of relevant corporate documents including registration certificates
7. Appendix B - Consent Forms: Template consent forms including spousal consent where required
8. Appendix C - Valuation Reports: Most recent business valuation reports or certificates
Business Day
Company
Completion
Completion Date
Confidential Information
Disability
Effective Date
Encumbrance
Fair Market Value
Force Majeure Event
Funding Event
Insurance Policy
Insurance Proceeds
Insured Party
Interest Rate
Life Insurance Policy
Material Adverse Change
Naira
Notice
Offer Notice
Parties
Payment Date
Purchase Notice
Purchase Price
Purchasing Owner
Qualifying Insurance Policy
Related Parties
Relevant Interest
Remaining Owners
Required Consents
Sale Interest
Selling Owner
Shares
Subsidiary
Surviving Owners
Transfer
Transfer Date
Triggering Event
Valuation Date
Valuation Method
Working Hours
Interpretation
Purchase Obligation
Triggering Events
Purchase Price
Valuation
Payment Terms
Insurance
Transfer Process
Completion Requirements
Representations and Warranties
Covenants
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Notices
Force Majeure
Assignment
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Professional Services
Technology
Manufacturing
Oil and Gas
Financial Services
Healthcare
Real Estate
Retail and Consumer Goods
Agriculture
Construction
Transportation and Logistics
Media and Entertainment
Education
Mining
Telecommunications
Legal
Corporate Secretariat
Finance
Tax
Compliance
Risk Management
Corporate Development
Executive Leadership
Board of Directors
Treasury
Chief Executive Officer
Managing Director
Business Owner
Company Director
Partner
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Director
Risk Manager
Financial Controller
Tax Director
Compliance Officer
Board Member
Shareholder
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