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1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price
5. Purchase Price: Detailed breakdown of the consideration and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Completion: Details of when, where and how completion will take place, including completion obligations
8. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business
9. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
10. Limitations on Liability: Limitations on the seller's liability under the warranties
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Further Assurance: Obligation to do all things necessary to give effect to the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax-related provisions, used when specific tax arrangements or indemnities are required
2. Non-Competition: Restrictions on the seller's future competitive activities, used when the seller has significant market knowledge or influence
3. Earn-out Provisions: Structure for additional payments based on future performance, used when part of the purchase price is contingent on future events
4. Security for Claims: Provisions for securing warranty claims, used when there are concerns about the seller's ability to meet warranty claims
5. Foreign Exchange Provisions: Special provisions for currency conversion and exchange rates, used when involving international parties
6. Regulatory Approvals: Additional provisions regarding specific regulatory requirements, used when the transaction requires regulatory clearance
7. Management Handover: Provisions for transition of management, used when the seller has been involved in managing the company
1. Details of the Company: Complete corporate information about the company whose shares are being sold
2. Details of the Shares: Specific details of the shares being transferred including share certificates numbers and class of shares
3. Warranties: Detailed list of warranties given by the seller
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Properties: Details of any real estate owned by the company
6. Intellectual Property: List of company's intellectual property rights
7. Material Contracts: Summary of key contracts to which the company is a party
8. Employee Information: Details of employees and their terms of employment
9. Corporate Structure: Group structure chart and details of subsidiaries if applicable
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
CAC
CAMA
Claim
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Law
Liability
Longstop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
SEC
Seller
Shareholders Agreement
Signing Date
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnification
Limitations on Liability
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Termination
Announcements
Notices
Costs
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Telecommunications
Agriculture
Mining
Retail
Professional Services
Transportation
Construction
Education
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Mergers & Acquisitions
Corporate Development
Investment
Treasury
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Finance Director
Investment Manager
Compliance Officer
Business Development Director
Corporate Governance Officer
Mergers & Acquisitions Director
Risk Manager
Board Director
Investment Analyst
Financial Controller
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