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1. Parties: Identification of all parties to the agreement including the exiting shareholder(s), remaining shareholders, and the company

2. Background: Context of the agreement including current shareholding structure and reason for exit

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpretation

4. Exit Trigger Events: Specific circumstances that trigger the right or obligation to exit

5. Valuation Mechanism: Method for determining the fair value of the shares being transferred

6. Payment Terms: Structure and timing of payment for the shares

7. Completion Requirements: Steps required to complete the share transfer

8. Warranties and Representations: Statements of fact and assurances given by each party

9. Confidentiality: Obligations regarding confidential information

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

1. Share Certificate Details: Details of the share certificates being transferred

2. Calculation of Purchase Price: Detailed methodology and calculations for share valuation

3. Completion Checklist: List of all documents and actions required for completion

4. Form of Transfer Instrument: Template for the share transfer document

5. Existing Encumbrances: List of any existing charges or encumbrances on the shares

6. Related Party Agreements: List of any agreements between the exiting shareholder and the company that need to be terminated

7. Corporate Approvals: Copies of required board and shareholder resolutions