An Amended and Restated Shareholders Agreement becomes necessary when significant changes occur in a company's ownership structure, governance arrangements, or business operations that require substantial modifications to the original shareholders agreement. This document is particularly relevant in the Nigerian business context where companies may undergo ownership changes, bring in new investors, or need to update their governance structures to align with the Companies and Allied Matters Act (CAMA) 2020. The agreement consolidates all previous amendments and new terms into a single, comprehensive document that governs shareholder relationships, voting rights, share transfers, dividend policies, and other key aspects of corporate governance. It's especially useful for companies that have experienced multiple amendments to their original shareholders agreement and want to maintain clarity and ease of reference in their governing documents.
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1. Parties: Identification of all shareholders and the company, including registration details as required under Nigerian law
2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure
3. Definitions and Interpretation: Comprehensive definitions including both original and new terms, and interpretation rules
4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety
5. Share Capital and Shareholding: Current share capital structure, classes of shares, and shareholding percentages
6. Share Transfer Restrictions: Restrictions on transfer of shares, right of first refusal, tag-along and drag-along rights
7. Corporate Governance: Board composition, appointment rights, voting requirements, and meeting procedures
8. Shareholders Meetings: Procedures for convening and conducting shareholders meetings, voting rights and quorum requirements
9. Reserved Matters: Decisions requiring special majority or unanimous consent
10. Dividend Policy: Framework for declaration and distribution of dividends
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances - include if future capital raises are anticipated
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances - include if requested by major shareholders
3. Initial Public Offering (IPO) Rights: Provisions regarding future IPO process and rights - include if IPO is contemplated
4. Anti-dilution Protection: Protections against dilution for certain shareholders - include for venture capital or private equity investors
5. Management Provisions: Detailed provisions regarding day-to-day management - include for operational involvement of shareholders
6. Foreign Investment Provisions: Specific provisions relating to foreign shareholders - include if there are foreign investors
7. Deadlock Resolution: Specific procedures for resolving deadlock situations - include for 50/50 joint ventures
8. Environmental, Social and Governance (ESG): ESG commitments and reporting - include if required by institutional investors
1. Schedule 1 - Details of the Company: Company registration details, share capital structure, and current directors
2. Schedule 2 - Current Shareholding: Detailed breakdown of current shareholding including share classes and numbers
3. Schedule 3 - Deed of Adherence: Form of deed for new shareholders joining the agreement
4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5 - Original Agreement: Copy of the original Shareholders Agreement being amended
6. Schedule 6 - Board Composition: Current and agreed future board composition
7. Schedule 7 - Business Plan: Current business plan and key performance indicators
8. Appendix A - Amendment Summary: Summary of key changes from original agreement
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